Advanced Genetics
by inkykenrd
Summary: Mixing the world of the Spectacular Spider-Man and X-Men Evoultion. What happens when the X-Men Believe Peter is a mutant, can he keep his identity a secret? New Friends, new problems, new adventures how will Peter cope and will he survive?
1. Chapter 1

Every thing belongs to their owners, i own nothing.

**Advanced genetics**

On a New York skyscraper sits a man clad in a red and blue outfit. His feet dangle over the edge of the ledge 100 stories up in the air he is sitting next to a stone gargoyle which he turns and addresses.

"Bruce I know I shouldn't complain, but ever since I got rid of Tomby, Doc Ock and even the Green Goblin it's been boring. Now I know what you're going to say that when it's boring that means there are less people being hurt but come on all the street crime has even dropped off the radar, I mean it's like new York doesn't need Spidey anymore." Spidey sighs looking down and seeing the pinpricks of colour, that are the people of New York, the people who thanked him for risking his neck by believing all the lies about him, calling him a menace and being afraid that he was going to hurt them.

"Okay so maybe it isn't the fact there less crime but the fact spideys not having the distracting affect I could really use right now what do you think Bruce?" the masked head once again turn the stone gargoyle. "That's what I like about you Bruce you always know what to say."

In truth it wasn't the lack of crime that was annoying Spider-Man it was the other part of his life where he wasn't a super powered wise cracker but a semi normal teenage that was annoying Spider-Man, the good old Parker luck had struck again when one part of his life was going well the other part was a mess. He was currently on summer vacation which had started 2 days ago but was feeling very alone. Harry had whisked Gwen off for a first class holiday in Europe, Liz still wasn't talking to him and he no longer had Eddie to hang out with. There was no school work to take his mind off his loneliness and what made it worse was that at the beginning of the month had been the anniversary of his darkest day and the cause of his everlasting guilt. It had been just over a week since he and Aunt May had stood at his uncle's grave. He made Aunt May go back home without him so he could have a private talk with Uncle Ben.

"So Uncle Ben I'm sorry I haven't come here since the funeral but I've been putting what you taught me into practise. I hope that makes you proud. I wish you could tell me that, that's what I miss most about you, your advice, our talks and the way you could always make me feel better." Peter took a look around to make sure they were alone. "Every life I save is in honour of you and a testament to the man you were and the man you raised me to be." The tears started to fall. "Even though I never said it to your face I think of you more as a father than anything else, you raised me and that made me the hero I am today not some bug bite, your memory is the one that gives me the strength to go on when I'm called a menace."

Snapping back out of his memories Spidey just sat there. Ever since his final battle with the Green Goblin life had been less fun, though he hadn't meant for it to happen the death of Harry's dad still was a weight on his soul. And though Harry and he were still friends the closeness they had shared was long gone. His battles during the last semester had not been as dangerous thanks to the fact no one had a powerbase to launch an offensive on the other major players. So Spidey had merely been foiling heists and defending himself from those insane people who tried to kill him every other week.

"Oh well Bruce maybe things will turn around this summer, I mean MJ is moving in with her aunt for the vacation so she will be just down the street and we can hang out. Problem is both Anna and Aunt May are still trying to get us together, I mean I like her but MJ doesn't want any kind of relationship she just wants to have fun and be a 'Free Agent', I can't really see any future with her other than being friends." Spider-Man lent against the stone wing of Bruce. "Why do so many of my problems have to do with the women in my life maybe I should just move and start fresh where I don't know anyone." As he looked over the ledge he spotted a new pattern in the lights one that could only be an emergency vehicle, he stood up backed up to edge while still facing 'Bruce'. "Well it seems were out of time, thanks again Bruce you are the best, cheapest therapist a superhero could ask for." With a wave of his hand he dived off the building into the night.

Half way down Spidey shoots out a web line and begins to swing, at the bottom of the arc he lets go and momentum he has gathered makes him fly through the air at eye watering speed. Spider-Man couldn't help but think at that moment that only he could do this and nobody could ever feel what he does right now. True he has fought villains who could fly but they relied on tech and couldn't feel the gravity pulling them down, the thrill of flying through the air free of anything not even needing to really concentrate till he needed to shoot another web line. He shook his head and began searching for what was going on.

Fire Captain Levy was on his rig checking the equipment was ready for when they arrived when he heard a voice coming from up above.

"Ahoy Captain permission to come aboard?"

He looked up and saw the now familiar sight of a man in a red and blue costume with black webbing over laying the red parts. As a fireman it was against procedure to allow somebody who hadn't been trained onto the rig but every fire department in New York knew that the spider was dam useful, not only could he could get to the tops of buildings before any equipment but he could get through areas while carrying people that no fireman could get through just by himself.

"Permission granted." He bellowed, the next second the ladder had a new occupant.

"So what we got."

"A building on 42nd street, a fire's started in the ground floor and is now spreading people are evacuating hopefully we can stop the fire before it claims too many floors." He took his eyes of Spider-Man to look down the street making sure the traffic wouldn't slow them down. "So web head you think who could help us save some lives." He realized he had been speaking to thin air however when he saw a red blue streak turn the upcoming corner. "Come on guys were not going to let the web head have all the fun are we?" he shouted to his crew.

Spidey had now reached the building and saw the fist problem was the fire escape decades of neglect was now starting to show in the creaking metal add to the that the 100 or so people weight put on it the fire escape looked like it was going to break off the wall. He used a fair amount of webbing to make sure it was properly secured and then began a sweep of the building working his way down while the fire fighters began trying to control the blaze.

He'd found a few people and gotten them through the smoke to safety by the time he had hit the 3rd floor and it was there when he started to run into problems the floor was so hot he had to run on the ceiling and the smoke was now not only affecting his vision but also his ability to breathe. He did a quick look around relying on his spider-sense to find anybody but couldn't sense anything so made for the nearest window, it was a wonderful sensation to be in the blissfully cool clear clean air. As he landed he took a second to rest against the fire truck, the problem with his costume was it kept in everything in not only was he boiling but he stank, the heat had made him sweat buckets.

"This is sooo going in the wash."

"Spider-Man we got a problem" said the fire captain he had talked to earlier.

"What is it your crew can't sing? Sorry I'm not a vocal coach."

"Our thermal imagers have picked up a body at the back of the building on the ground floor but the hallway is blocked off from part of the first floor caving in."

"Don't worry I'm on it but when I get back can you turn that hose on me I'm really going to need a cold shower."

Getting past the debris was no problem where the firemen would have had to break it apart he just ran along the wall, he soon found himself in an area where the fire hadn't spread to with a locked door. "Hello open the door there's a fire out here I going to get you to safety."

"Daddy said not to open the door to strangers." 'Oh great it just has to be a little girl the universe just has to work like this' thought spidey.

"I'm not a stranger, I'm your friendly neighbourhood Spider-Man you've seen me on TV right?"

"Yes." Came a very timid voice.

"Then you know me and that means I'm not a stranger right."

The door opened a crack and a little 4 year old girl in princess pyjamas peeked out squinting up at him.

"You're really Spider-Man." She squeaked at him.

"Yep, so let's go out the window and away from the nasty fire shall we?" "But our windows are really small."

He looked in inside and saw there were several square foot windows but all were all separate. Probably as a security measure so the apartment wasn't such a target for thieves he thought, well I can't break down the wall I don't know if there's structural damage.

"Well then we're going back the way I came then." He knelt down so he was now at eye level with the little girl. "What's your name?"

"Karen."

"Well now Karen how about you give your favourite web head a big old hug and don't let go?"

He stood up as soon as her hands were around his neck and began running as fast as he could. They reached a corner and the first thing he saw was the fire had spread and was now devouring the carpet and the ceiling. "Hold on tight here comes the fun bit." He whispered in Karen's ear and leapt onto the wall and continued running, the only thing he could hear was the sound of his heart pumping and Karen whooping in enjoyment.

He saw a fireman up ahead coming out of a doorway when suddenly his spider sense rang with intensity that was almost paralyzing, knowing the danger was centred on him he called out "Hey catch!" and threw Karen into his arms. The fireman turned and started running and therefore missed the ceiling giving way and falling on a certain red and blue wall crawler, the flaming debris pushed Spider-Man into the equally alight floor and through it.

"Stop, drop and roll, stop, drop and roll." Shouted Spidey as he tried to put out the burning parts of his costume, he got up only to find the top of his head was now starting to heat up, he whipped his mask off his head and stomped on it putting out the flames. It was only then did he take in his surroundings he was standing in a basement area but the door seemed to be behind a ton of flaming rubble and his entrance through the ceiling was covered with even more wreckage. He could go through the debris on the floor but who knew where the door went or it could be blocked on the other side as well. He could easily jump and smash his way to the ground floor but that could bring half the building down on him. As he was pondering his escape his eyes grew accustomed to the gloom of the basement and started to pick up details that had been previously hidden.

"Well this is bad." Along the walls were shelves and on the shelves were cleaning supplies, lots and lots of cleaning supplies, lots and lots of highly combustible cleaning supplies. The ceiling fire was spreading and soon something would undoubtedly fall and all hell would be let loose. "Come on think, think there has to be a way out there has to be..."

Captain Levy was proud of his men they had kept the fire contained there was no real hope for the lower floors they had arrived too late to stop major damage but the people living there had been quick to get out. With the spider clearing out the top floor his men had been able to get all of those on the lower ones now if spidey would get back with that last person hopefully there would be no dead to grieve but the was always the possibility that they had missed someone and they wouldn't know till much later.

He suddenly saw one of his men with a little girl in his arms exit the building to the sound of cheers from the crowd, once the man had dropped the girl at an ambulance he pulled off his breathing apparatus and started walking to him, Captain Levy knew everybody on his crew so even with the heat haze and the ash he no problem recognizing Roberts he'd been with them for a year and had proven his metal. "Good work Roberts you could get a commendation out of this."

Roberts waved it off. "Can't take the credit cap spidey just handed her to me."

"So where is the web head?" Levy asked while his eyes flicked about looking for a flash of red and blue. "Don't know" replied Roberts. "As soon as he threw me the girl I turned and ran and didn't look back." Levy nodded their first priority was to save lives he would have done the same thing.

"Well the web heads going to be fine he faced a lot worse than a simple fire." Levy said trying to mask the sudden jolt of fear he felt.

WHOOSH

"What was that?" Yelled Roberts he had taken a few steps back because he had lost his balance.

"Shockwave" was all the Captain could mutter.

A few hours later that same night on channel 5. _Hello New York you're with me Charlie Cunningham at 42__nd__ street in midtown while at the beginning of this story there was joy over the fact nobody was killed or even harmed in the fire that swept the lower floors of this apartment building, there has been a new development. It appears that New York's resident superhero Spider-Man was helping the fire department clear the building when some sort of explosion occurred, with me now as the last person to see Spider-Man fire fighter Andrew Roberts. Can you tell me what happened?_

"_Well I was doing the last sweep of the building when Spider-Man come running along the wall while carrying a little girl he suddenly throws me the girl while shouting catch and as soon as I have the girl in my arms I just turn and run. Then a couple of minutes later after I had got out, there was a shockwave that emanated from the building and that's all I know."_

_Thank you very much I now see the fire captain as just come out the building stay tuned for an exclusive interview. Captain can you tell us what happened and what is the fate of Spider-Man?_

"_It appears Spider-Man was in the basement of building which is where all the cleaning products were stored when the fire spread the chemicals ignited and exploded. All we found is the burnt remains of his mask unfortunately there was a large vat of bleach down there you there is no way to get forensic evidence."_

_If the mask survived is it reasonable to say that Spider-Man did as well?_

"_It's unlikely, the mask was under some debris which protected it, but it was still burnt badly everything in the open was incinerated followed by the ceiling collapsing in due to the explosion."_

_Thank you very much captain, well it looks like this is the end of Spider-Man, how will people remember the wall crawler as a hero, an unlawful vigilante; this is Charlie Cunningham for channel 5 news._

In a mansion on the out skirts of Bayville the image of the reporter standing next to the fire captain who was holding a scrap of red cloth with a large white eye on it, was paused while 4 extremely unusual people discussed the story.

"Well that's over thankfully." Said a small but well built man in a gruff voice.

"Logan how could you say that about the end of a human life!" said a beautiful African American woman with long white hair.

A bald man in a wheel chair set out to cease the upcoming argument and did so with the ease of practise. "Storm while Logan could have been more." He paused for a moment to find the right word. "Delicate but he has a point. This Spider-Man has been drawing unwanted attention to our kind and who knows where it could have led."

The room most unusual occupant now spoke up "Hearts that are delicate and kind and tongues that are neither - these make the finest company in the world, Logan PearsallSmith." His voice and words were an opposite of his appearance for he looked like a blue ape.

"Thank you Hank for now this argument is pointless we shall wait and see what happens."

**_AN/This my frist go at writing _**_**i hope you enjoy it, tell me if it worth me continuing to write this story, but if you do expect massive waits.**_


	2. Chapter 2

**Chapter 2**

"You have 3.4 seconds to tell me why we have no photos to go with your death of Spider-Man piece." Shouted J. Jonah Jameson at his young reporter a rather shell shocked Ned Lee.

"Boss I've tried to get a hold of Parker but his cell is going straight to voicemail. There's nothing I can do and there is no way anybody got any kind of photos, Spidey was alone down there when it blew, hell we're not even sure if he did die."

"No excuses Lee and don't you dare wreak my happy mood by telling me the web head survived he finally got what was coming to him plain and simple." Said Jameson his temper rising.

JJ pressed the button on his intercom and said in a voice so happy it was almost frightening. "Miss Brant, could you please ring the parker residence and track down Peter?"

"Sure Mr Jameson."

"Now then Robbie, who's working on the web heads obituary it's got to be finished before we go to print? It better not say how much of a hero he was, the readers need to know the truth."

"I put Foswell on it." Replied a middle aged, black man standing on the opposite side of the desk and who had a rather pained look on his normally kind and calm face.

"Well Foswell don't keep us in suspense what have you got so far."

"Not much I got all the details I could but no one really knows anything about him or even what happened last night. I talked to some of my cop buddies apparently they've been told not to talk to anyone about it."

"WHAT." Jameson bellowed loud enough for the vibrations to be felt in the room. As he continued to talk his entire face became red somehow even his moustache. "Get Stacy on the line he will talk he was a supporter of the wall crawling freak."

Foswell shook his head. "No boss apparently Stacy ordered the silence himself until he finds out what really happened." 'I still need to buy Carter a beer for all info he got me about this lockdown' thought Foswell. When he heard the police weren't talking about spidey's death something in Foswell's mind started buzzing. Why? The web slingers death had been in all over the news almost as soon as it happened, there was no real evidence to collect and he died in an accident not fighting some monster, it was therefore unlikely being treated as a case that needed any genuine investigation. He had wondered if there were in fact some remains and it was being covered up after all. At the moment no photos of the area had been released. However news crews were still parked in front of the building so they would have noticed something like a body being removed. Still his fine tuned reporter senses were telling him something was up and he'd stake his Pulitzer that it had something to do with Captain Stacy.

His train of thought was broken when he realized that everybody was looking at him. "Sorry boss what were you saying?"

"Foswell." The single word had enough repressed anger in it that it was a miracle it didn't explode as it passed JJ lips. "I'm sorry for interrupting your nap time but you have 0.6 seconds to tell me why the hell you haven't gotten an interview with the last guy to see that menace."

At this point Robbie stepped in to try and clam down Jameson as his good mood had now completely vanished and his face had gone past red and was fast approaching purple. "JJ Andrew Roberts has gotten offers from every media outlet in New York and from what I can gather at this second he's in the midtown police station talking to the cops."

Buzz. Buzz.

"Mister Jameson I called the Parker home nobody was home, also your wife called and told you to take your blood pressure pills."

"Thank you Miss Brant." Muttered JJ through his clenched teeth, he took a deep breath and then let loose. "Great, fantastic, marvellous I knew that teenage was going to let me down you can't trust them."

Robbie put on his best calm soothing voice. "Jonah don't you think you're being a little harsh, Peter always comes through. In just a few minutes he'll be walking through those doors with pictures nobody else has got." As he spoke he gestured towards the elevator and he realized that the lights were moving meaning the elevator was coming up Jameson had noticed as well and had gotten up and was marching down the hall.

As the doors started to open he began his usual rant. "Parker where the hell have you been I have half a mind to fire you for making me wait this long. Next time you pull this waiting till the last second crap, it your ass on the fire."

"Mister Jameson how dare you use such language." The open doors revealed a Parker but it was certainly not Peter, instead there was a frail looking old woman with grey hair and glasses. Jameson took a step back put off by the scolding he had just received from Peters Aunt May. However he soon recovered and quickly plastered a smile on his face. "I'm sorry Mrs Parker but I'm waiting on Peters photos, I don't suppose that he sent you with them?"

While JJ was talking to Aunt May Robbie had noticed that her eyes were red and puffy like she had been crying. "Mrs Parker what's wrong?"

Suddenly tears started to form in May's eyes. "I came here to tell you that Peter couldn't make it here," she was crying at this point, "because..."

BAYVILLE

In the Xavier Institute for the Gifted the TV was on in the staff lounge with all the staff watching paying rapt attention.

"_If you are just joining us, welcome to Midday Manhattan and today we are discussing the vigilante Spider-Man. Now professor before the break you were saying that you believed Spider-Man was using advanced technology."_

"_Yes if you look at the super powered people Spider-Man has fought they have all been proven to use technology. It therefore makes sense that Spider-Man in fact used some kind of technology to either do his amazing feats or to give him his superhuman abilities."_

"_I must agree there is no way that Spider-Man could have naturally had such extraordinary abilities."_

"_But Doctor Goldie what about the rumours of people who are born with powers."_

"_HAHA my dear young lady those are just urban myths."_

"_Thank you very much Doctor, Professor and now were going over to our polls, remember they are, was Spider-Man a hero? And, how do you feel about Spider-Man's demise?" _

The TV was suddenly put on mute and a little of the tension in the room was released.

"Well I'm glad that the idea that mutants exists is still considered ridiculous by the general public, but I can't help and feel that Fury is doing some spin doctoring on this story." Said Professor Charles Xavier rather thoughtfully. He knew that Colonel Fury was against the idea of the public knowing that there was a whole race of super powered people that existed. A Few months ago he had been captured and his X-Men had been tricked into fighting a giant robot in the open, the existence of mutants would have been revealed if not for the fact that Fury was on the scene investigating Trask and his Sentinel project. Fury had stopped all the news feeds and ordered a gag order. Of course the X-Men hadn't know this at the time and had broken out those who had been captured by the government and then gone on to stop the Juggernaut. Since then the existence of the mutant race was and urban legend found only on the internet and tabloids.

"They bring up a good point, do we even know if Spider-Man was a mutant? I mean we were never able to get a proper reading from Cerebro." Said Storm, her voice seemed to carry as it suddenly broke the silence in the room.

"While we were never able to get confirmation on an x gene there did appear to be genetic anomalies that weren't human so it is safe to assume that he was a mutant. However as the readings weren't complete we may not have even been locked on to Spider-Man" Beast replied while checking some notes he was carrying. "I was trying to recalibrate the computer to scan for the anomalies but Cerebro couldn't track them as it was programmed to find the x gene and did not record the data on the anomalies."

Professor Xavier started to roll his wheelchair out of the staff room and the other got up and made to follow him, however their conversation continued. "Well Hank I don't think you need to make any modifications at the moment besides seeing as most of the children have left for the holiday I suggest we take some time to relax.

They were passing the foyer when the front door burst open and a very angry Logan stormed towards the stairs. The professor stopped. "Ah Logan did you get Rouge and Kurt to their flight on time?"

A grunt was the only response from the figure stomping up the stairs now.

Storm was a bit surprised by Logan's reaction, "Well I for one think it was nice for Kurt to invite Rouge to Germany, since they found out about their connection Kurt has been trying to become closer to her."

"Logan what's wrong?" asked Xavier "are you already missing all the children?" he said with a small smile on his face.

"I'm never going near an airport again I was watching Rouge and the elf board when airport security asked be to come with them."

A collective oh escaped the mouths of those listening as they realized where this story was heading. Logan turned around and the look on his face was one of pure murder. "They wanded me and then the made me strip to make sure I wasn't carrying anything metal strapped to me." By now his eyes were slits and his mouth was a snarl. "Apparently they thought I might be carrying a bomb."

Snikt! The sound of wolverine popping his claws rang out followed by the by him shouting back "I'll be in the danger room and I don't want to be disturbed!"

MIDTOWN POLICE STATION

Captain George Stacy was sitting behind his desk trying to sort out one of the most unique cases of his career when his cell phone started to ring picking it up he realized it was Gwen calling from the south of France where her boyfriend had taken her for the summer.

"Hey Gwen what's up I was going to call you later tonight like we planned?"

"Hey daddy I was calling because I heard about Spider-Man me and Harry where wondering if you knew what happened?"

"Sweetie you know I can't talk to you about an open case but while you're on the line could you give me Peter's number?"

"Okay I'll text it to you but why do you need it? You have his home number why don't you call there?"

"I was hoping Peter was taking pictures of the spider last night, so I could get a statement but there was nobody home when I called."

"Oh okay I'll send you the number and we'll talk later bye daddy."

A few minutes later Captain Stacy tried to call Peter's cell only to get the message that the phone he had called was unavailable that was when he really started to worry.

THE DAILY BUGLE

May Parker was surrounded by about quarter of the bugle staff and had been given a nip of whisky from the bottle JJ had in his office.

"So Parker was mugged when he was trying to get to the fire?" said Jameson trying to get this sorted in his mind. Though he never showed it he rather liked the kid and didn't want any harm to come to him, especially as the boy had suffered more than anyone his age should of.

"Yes a policeman found him in a bus stop" said Aunt May though she was still upset she plunged on determined not to stop. "He was bleeding and could barely stand apparently a gang of thugs grabbed him, his camera and phone were broken and they took all the cash he had on him. Then they just beat him up for fun.

"So is he okay?" asked Betty the worry clearly visible on her pretty face.

"He's in the hospital he has a cracked rib and they're worried he has a concussion so they're keeping him overnight." by now she had started to pulled herself together and stood up handed Betty the mug and turned to face Jameson. "I'm so sorry about that what must you thinking of me."

"Mrs Parker you have nothing to apologize for and now go see your nephew and tell him not to worry and we wish him well." Replied Jameson.

A smile appeared on May's face. "You know my husband use to read your paper he always said the Bugle had the right idea going after criminals and standing up for civil rights. I think that's why Peter came to work for you I'm glad he found a wonderful place like this to work."

As soon as May had gone Jameson turned on his staff. "What are you all standing here for back to work." he bellowed and started pointing his fingers at certain people. "You get me a new page layout. You go down to the records and dig up all you can on the recent gang attacks. In 88 seconds I want a story headline 'Gang violence in New York is anyone safe.'"

In a hospital bed across town lay a very bored Peter Parker who the nurses were avoiding so he could sulk in peace. The reason he was sulking was being stuck in this bed when he knew with his abilities he could walk out of here by now with a just a couple of aches, but that would be really hard to explain. Mind you it was better here than last night in that basement.

Last night

"Well this is bad." Along the walls were shelves and on the shelves were cleaning supplies, lots and lots of cleaning supplies, lots and lots of highly combustible cleaning supplies. The ceiling fire was spreading and soon something would undoubtedly fall and all hell would be let loose. "Come on think, think there has to be a way out there has to be..."

He stopped in his tracks, his spider sense had be ringing nonstop since he fell down here but something had just occurred to him. He took a step forward, 'there it is, the intensity of my spider sense kicked up a notch' Peter thought. Slowly he concentrated solely on his spider sense he blocked out all the fear, all the pain and all thoughts whizzing around his head. He started shuffling backward away from where his spider sense told him danger was. He had backed into some shelves he pulled them down and examined the wall. "Nothing! Nothing!" he shouted, his spider sense told him there was much less danger in this spot but there was nothing he could do. Peter couldn't stand it he had faced death so many time at the hands of mad men but here he was going to be burned alive in the basement in some stupid apartment building. He snapped, life had screwed him enough his parents were dead, his uncle was dead, he had been bullied for years and now he was going to die because he tried to do the right thing. Before he knew what he was doing his fist was swinging and smashed into the wall. The other soon followed and for the next ten seconds there was nothing but fury. The only reason the flurry of fists ceased was because one of his wild swings had opened up a crack through the depth of the wall allowing a cold stream of air to hit Peter's body. As he knelt slightly to put his eye to the crack his spider sense once again rang out but he had no time to react as an explosion happed behind him.

The shockwave made him feel like his insides had turned to mush and had dealt his outside a load of damage to by throwing into and then through the stonework, as well as peppering his back with burning shrapnel. The effort it took to simply push himself up was tremendous, his muscles had turned to lead and his back felt as though he had been stung by a swarm of wasps. When he had finally gotten to his feet and turned on the spider signal in his belt to see he discovered exactly what this place was. A giant mirror hang over a long raised stand and below the mirror though covered in dust was unmistakeably a row of bottles. "It's a speak easy." The words tumbled out of his mouth immediately followed by a fresh wave of agony. "This would be a lot cooler if I wasn't in terrible pain right now." Last semester he had done a report on the prohibition of the 1920's and the effects it had on the city so Peter had some knowledge on how they operated like having a back door in case of a raid. 'I have to find the secret exit; I don't have a mask on the moment so I need to escape unseen.'

Peter forced himself to look around and realised that his back was bleeding when he twisted and was greeted with a burst of pain. He took a few seconds to remove the bits of stone and metal in his back and then hobbled over to the bar. "If Aunt May knew what I was going to do I would be so grounded." Finding a half full bottle of something behind the bar he sloshed a load of it down his back as an antiseptic. "Aw god that smarts," he sniffed "and now I smell as I've been to a frat party, great." He made a search of the room trying to find an exit and noticed that the wall he had come through had been blocked by parts of the buildings upper levels ceilings and floors which had fallen down.

Finally he found a bolt hole big enough to crawl through that took him to the lobby of the building and with the first bit of luck he had had all evening he found it empty allowing him to escape to a nearby alley. He leapt in the air pressed down on his web shooter but instead of the usual THWIP the only sound was BUZZCRACK, he tried his left but it was the same thing. He landed on the wall a little off balance due to injuries and the unexpectedness of the landing, he peeled back his gloves and was horrified with what he saw, the rotating gauntlets that he placed the web cartridges on were covered with cracks and the circuitry needed for them and his palm sensors were pretty much destroyed.

'Great' he thought 'this is going to take me a week to repair easily and I've got to sew a new costume, good thing its summer vacation.' It took him a while without web slinging but Peter made it to the building where he had hidden his bag and clothes, as he was shoving his ruined costume and web shooters into the bag he stopped to retrieve his phone and camera from his belt only to find the screens and lens on both destroyed no doubt from when the ceiling fell on top of him. He just sighed, by now he was to exhausted to care about anything other than the pain he was in. He made his way down the side of the building and found the nearest bus stop sat down to wait and fell asleep.

He was woken up by somebody shaking him. "Yo kid you all right?" As his vision became less fuzzy and he realised that the somebody shaking him was a cop. "Jesus kid there's blood all down your back what happened?"

"I got beat up by some gang." That was all it took, after that he was taken to a hospital, had x-rays, found out to have a broken rib, put in room for observation, had to give a statement to the cops and call Aunt May. The one good thing was nobody had looked into his bag, why would they he wasn't suspected of anything. He was just some unlucky bastard who a gang got a bit rough on, happens all the time.

The next morning Peter woke up with a start, it took him a few seconds to remember that he was in the hospital, he realised the reason he had woken was because someone was leaning over him.

"Geez Aunt May I've been beaten up I don't need a heart attack has well."

Relief flooded May's face "well it looks like you've still got your sense of humour so I'm guessing you're all right."

"So when did the doctor say I could go home?"

"Today captain Stacy is picking you up in two hours and driving you home."

"What why?" The panic was evident in peter's voice.

"He called last night asking if you could come in to answer some questions. He thought you might have been taking pictures of that Spider-Man when he died in that fire. When I told him what happened to you he asked if there was anything he could do so I thought it might be good for you two to have a talk about what happened to you."

"WHAT PEOPLE THINK SPIDER-MAN IS DEAD." Peter didn't realise how loud his voice was until he noticed people outside had stopped what they were doing and were looking in to see what was going on.

"Dear he was in a basement when it exploded there was no way for him to survive." Peter realised that she was using her soothing voice and that meant she didn't want to get him get agitated.

Little did May know that the news of Spidey's apparent demise would crank the worry and stress centres of peters mind into overdrive. 'Well at least I'll have the pleasure of showing old pickle puss I'm still alive after I fix my costume and web shooters, but I'm really worried about all the low lives that will crawl out the woodwork when they hear I'm dead.' Peter thought as his brain tried to figure out the best course of action.

"Peter dear are you okay should I get the doctor?"

He blinked cleared his head put on a rather fake smile and turned to the woman who had raised him. "No I'm find Aunt may it's just hard to believe Spider-Man is gone, I mean he faces super villains and just dies like that." 'Time to sell it' he thought. "And there goes my job I mean all I do is take pictures of the guy and now he's not around anymore so goodbye job."

His Aunt smiled fondly at him. "Peter don't worry about money my cook book is getting us by at the moment and last night that nice Mister Roberts called and said that you shouldn't worry about your job. He said you're too good a photographer to let go and he also wanted to know if you're any good at computers because he's convinced Mister Jameson to upgrade the bugle web page." Her face hardened "now you rest, I'm going to get everything ready so you can leave when captain Stacy comes and then I'm going shopping, we're having your favourite tonight." She kissed him on the cheek got out of her seat and left leaving Peter alone to try and solve all the new problems in his life.

As George Stacy's car approached the Forrest Hill area he was still trying to find the best way to start his conversation with Peter, they had been sitting in silence since they got in the car.

Turned out he didn't need to worry. "Err how's Gwen?" Though Peter had tried to keep his voice even George was able to detect a hint of sadness.

He thought about his answer trying not to pry but still keep the conversation going. "she's good, yesterday she went to a chateau and tomorrow they're going to Rome." 'Dam' he shouldn't of said 'they're going'. George knew that there was something going on between his daughter and Peter but that neither had acted on it, so it wasn't his place to interfere especially as he wasn't sure if he approved or not.

"Aunt May said you wanted to talk to me about Spider-Man."

"Yes but there's no need, it turns out you weren't a witness. However do you want to talk about your attack?" he spared another glance at peter and noticed he didn't seem bothered by him bringing up what happened which was a little odd for someone so young. But then again seeing what Peter had gone through with his life, maybe he was tougher than people thought, maybe a lot tougher. "I read the report there's not a lot we can do seeing as they wore masks and just beat you up. Your Aunt wanted to know how you're faring. You want to give me something I can take to her?"

"Just one of those things that happen, living in New York. I use to get beat up all the time at school." Peter turned his head and looked out the window. "I guess now spideys gone it will happen to more people."

"Yes the crime rates are probably going to rise now he's gone." Said George as he studied Peter trying to figure out what was going through his mind.

"Captain Stacy we just passed my house."

"Oh sorry." He pulled the car over. "Peter if you need to talk feel free to call me."

"Thanks for the lift and I'll tell Aunt May that we talked."

Hours later Peter was in his room staring out the window. He was deep in thought and suddenly went to his closet. "Captain Stacy was right crime is going to be on the rise now everyone thinks spideys dead. But just because spideys out of commission doesn't mean Peter Parker is."

A lady was walking down the dark New York street she was hurrying trying to get home and off the dank streets. She turned a corner and nearly ran into someone. "Excuse me." She said not really paying attention her mind focused on getting home and taking a shower.

"Well look what we got here boys, something nice and pretty to play with." The woman looked up and saw the man she had almost knocked over was wearing a demon mask, the face was blood red and the eyes were orange. Out of shock she took a step backwards and without the man in front of her blocking her view she noticed other shapes behind the demon faced man. She panicked and ran. All she could hear was the sound of her heart beating and pounding foot steps behind her. Her panic was so intense that without realising it she made a mistake, she turned into an alley. The gang strolled into the alley and watched as the woman in her high heels tried to climb the fence, she had got half way up when she slipped and landed in a heap. Most of the gang burst out laughing but the one with the red mask started to casually walk forwards. The woman looked up at the monster approaching her and screamed as loud as she could.

"Lady what do you think that's going to accomplish. Nobodies around, no people, no cops and now even the spiders dead." He leaned in close and grabbed her jacket. "Who do you thinks going to come save you?"

"ME." a gravelly voice broke out; all eyes turned to the fire escape and saw someone in grey sweats with the hood pulled up hiding his face.

He leapt from the fire escape heading towards the group of gang members. His feet planted into the chest of the biggest one sending him crashing into the wall, as he pushed off the thug's chest he back flipped into the centre of the gang and before anyone could react he had swept out the legs of 3 of the remaining four. The last gang member rushed at the mysterious man his fist raised high, the man in gray just stood there. The demon threw a punch at the man's head but his blow was blocked by the man's forearm which had been raised so fast that it had not only blocked the punch but had also caused the demon to lose his balance as his arm flew up. A kidney punch followed and the demon was down. The red demon grabbed the woman pulled a knife and held it to her throat.

"WHO ARE YOU? STAY BACK I'LL KILL HER!" he shouted.

The man in the gray sweats turned to face him, his face still hidden by the hood.

"LOWER YOUR HOOD, TELL ME YOUR NAME OR SHE DIES!"

The man pulled back his hood, and in his gravelly voice said "I'm Bagman." On the man's head was an everyday paper bag, with two eye holes poked out.

The red demon threw back his head and laughed and as he lowered his head the only thing he saw was a gloved fist.

Bagman helped the woman up. "Are you okay Madame?" she nodded not trusting herself to speak. "Good call the cops." And with that he leapt into the air landing on the lowest portion of the fire escape and ran up the stairs.

Back at the Parker residence Peter climbed in through his window and took off the bag on his head. "Man talking in that voice hurts." He looked at the bag in his hands "I so need a new costume."

**_AN: I am so touched by all the people who wanted me to continue this story even though i wasn't sure. I loved the reviews feel free to make suggestions and ask question. Okay 1 this is set near the end of the third season of X-Men Evolution but with out the world finding out about Mutants i did this because i wanted to build on some of the events in season 3 but not have to worry about Peter being exposed. 2 I'm messing with the time a bit so its a new school year. 3 im getting rid of the spider hair on Peter's hands and going old school you'll find out why later. _**

**_Next chapter it kicks off with Peter meeting the X-Men. _**


	3. Chapter 3

**Chapter 3**

"And that's how you post any changes you want to make to the home page." Said Peter finishing the online tour of the updated Bugle web site that he had been giving to Robbie for the last ten minutes.

"Peter this is excellent work but could you create a memo listing the changes you made and anything else people will need to know about the new system."

"Err sure."

Robbie smiled at the unsure Peter. "Betty can help you if you need it."

"Okay I'll get that done then I'm out of here see ya later Mr. Roberts."

Peter approached Betty's desk and waited for her to finish with the call she was on. She put down the phone and shot Peter a smile; she had been extra kind to him since his 'mugging'. "Hey Pete you need something?"

"Yeah Robbie asked me to do a memo about the new web page only problem I have no idea how to do that." His face was rather sheepish and became even more so when Betty chuckled.

"You basically built a brand new web page for a national news paper but you have no idea how to file a memo."

"Be fair I'm only a photographer for a national news paper not a file clerk." He quipped back, and though he had only been joking Betty was suddenly reminded how unusual it was for someone his age to even been in this industry. He was only 16 and he was the best photographer that they had and apparently he was just as gifted with a computer as he was with a camera. God and he was still in school and not only getting straight A's but doing an internship at ESU science labs.

Peter's voice brought Betty out of her thoughts. "Hey Betty could you help me please I've got plans this afternoon."

"Sure Peter this shouldn't take long." 10 minutes later they were done and Peter was grabbing his bag getting ready to go. "Peter your forgetting something." Peter began absentmindedly patting his pockets checking for his wallet and phone.

"No I'm good to go." Betty sighed he might be incredibly smart but he was still a man and apparently couldn't pick up subtly without a high powered telescope. She held out two cheques and waved them in front of his eyes. "Your payslips but if your fine without them I'm sure Mister Jameson will be happy."

Peter took the payslips gratefully and read the first one and stopped dead at the second "Betty this says 500 dollars." His thoughts were racing, with this money he could finally get all the needed components for his new web shooters as well as develop some of the ideas he had for improving them. Hell this would cover all that and still leave him with a tidy sum left over.

"So what are you going to do with all your new found wealth?" Betty asked smiling at the stunned expression on Peter's face.

"Well right now I have to go see my friends play at the community theatre and I suppose after that I probably will have to buy her dinner now I'm rolling in money."

"Hey Pete!" Both Betty and Peter looked over and saw Ned Lee weaving his way through the Bugle office trying to reach them. His arms were carrying a load of papers and he was using his chin to make sure they didn't fall.

"Hey Ned what's up? And what's with all the research?" asked Peter as Betty just looked on twirling her hair absentmindedly.

"I'm doing a story on the Fisk Foundation and how they are expanding their operations in New York and I need a photographer for the event where they are going to reveal who is receiving grants this year and as they give out a lot of science grants..."

"You were hoping I could explain all the science stuff so you don't have to do more research." Said Peter stating the unasked question. "Sure I don't see why not and I wouldn't mind seeing what's being funded.

"Thanks Peter its next Wednesday no need to dress up."

Peter was about to reply when noticed the clock on the wall, a look of shear panic spread over his face and he turned and bolted for the elevator.

Ned turned to Betty with his best charming smile and jerked his thumb towards the fleeing teen. "What's that all about?"

Betty returned his smile and casually replied. "Oh he's just late for the theatre."

xxx

"Scott man this great thanks for bringing us along."

"Yeah like this is so much fun."

A group of six were walking down the bustling Manhattan street, there was a skinny pale kid with his arm around an attractive black girl. There was a beautiful girl with fiery red hair who held a bag of shopping in one hand and the hand of tall handsome young man with red shades, in the other. The last two were both girls but couldn't be more different if they tried, the smaller of the two had her hair in a ponytail was wearing a pink top, jeans and sandals and carrying a fair amount of shopping. The other was dressed in the Goth style with pale makeup and dark clothes and heavy boots and had one small shopping bag dangling from her hand.

The guy with red shades waved off the thanks with a bush of his hand. "Guys it was no problem, besides it nice to get back together seeing as I haven't seen you guys since you went home for the summer."

The red head leaned close and started whispering in his ear. "I for one think it's very sweet especially letting Kurt bring Amanda." She looked at the young couple in each other's arms as they walked along. "Rouge said he was missing her a lot when they were in Germany."

The girl in the pink top turned to her Goth friend "come on rouge lets go into one more shop I'll let you pick."

"Kitty no, I can't take anymore shopping." She tried and failed not to yawn. "Besides I still jet lagged."

Amanda unhooked herself from Kurt and started looking across the street. "Hey Kurt I'm going to get a paper, they have an article on this Bagman I've got to check it out."

Her boyfriend smiled at her and gave her a quick kiss. "Okay I'll take your shopping back to the car and help Kitty with her mountain of shopping."

"Hey I hardly have that much, but I could use a hand if you're offering." She added sweetly.

Jean moved up next to Kurt as he watched Amanda cross the street and move towards a news stand. She bushed her red hair out of her face as the wind blew it about and laid a hand on his shoulder. "So you and Amanda seem to be doing well."

The look on Kurt's face was one was of pure bliss as he watched Amanda buy a paper. "Yeah it is." He gave himself a small shake and turned around to help kitty with all her shopping when he heard the scream. All over the street people stopped what they were doing, the sound seemed unnaturally loud. The five teen immediately went into battle mode, this was because of the training they had been given at the Xavier Institute for Gifted Youngsters where they learnt to help the world with their amazing gifts. Time slowed and their minds began to process the information to see if they could help, but there were far too many people so they had to let things play out. They still looked to see what was happening and every single one of their hearts stopped. Someone had grabbed Amanda and was trying to carry her away.

"AMANDA!" But Kurt's voice was drowned out by the screech of brakes and the crash as a grey car hit the news stand, travelling through the spot Amanda was standing in just a few moments ago when the person had grabbed her.

Amanda's mind was blank, 'I should be dead' that was the first thought to have finally broken through the stupor, followed by 'the guy who grabbed me saved my life'. It was at that point she realized she was standing on her own two feet and there was no pressure around her waist from someone holding her. She turned around unsure what she was going to do.

There was no one there, well that wasn't quite right there was a crowd of people circling her looking like an audience at a magic show, but there was no sign of the person who had grabbed her. It was at this point that her legs decided they had done enough and would like a chance to recover from the shock as well and crumpled beneath her.

On the other side of the street the X-Men replayed the incident in their minds as they tried to get to the other side of the street to help Amanda. They heard Amanda scream and saw her being dragged backwards by a guy with brown hair and a blue shirt. Next thing a grey sedan, brakes screeching, flew up onto the sidewalk ramming into the side of the news stand. As they dodged cars in the street their thoughts started going in separate directions, Jean and Kurt were worried about Amanda as they could no longer see her due to the people surrounding her, Scott and Rouge were wondering about the guy who grabbed her and kitty was wishing she didn't have so many bags to carry.

When they pushed through the crowd Amanda was sitting on the floor talking to the man who had been driving the car, it turned out his tire had blown and he'd lost control. While Kitty, Kurt and Rouge went to tend to Amanda, Jean and Scott started searching for the other player in this street performance.

"There he is." Said Jean pointing through a gap in the crowd at the quickly retreating form of what now could be seen as a teenager.

Scott looked to where she was pointing "Why's he leaving? I mean he a hero why not stick around and get the credit?" he gave Jean a very pointed look. "Can you get a better _read_ on him?"

Jean nodded and closed her eyes and concentrated. She lowered her psychic shields and bushed the mind of the young man trying to get away. What happened next was surprising to say the least. Normally when she made a brief connection with someone, what she got what was their immediate thoughts and intentions, it could be anything from their inner ramblings to feelings that were very hard to describe. However when she connected with the mind of the teenager with the blue shirt all she got was an odd buzzing and a sudden sense of panic. Her eyes fluttered open the connection lost partly due to surprise partly because the buzzing made it hard to focus.

The boy had stopped and turned and was staring right at her like he was trying to figure out what was going on. It was like he had sensed her but that was impossible she had been so gentle and connection so brief.

"Jean what's going on?"

"Scott I think he sensed me. He must be a mutant." Her voice was barely a whisper but Scott was so close at this point it didn't matter.

"Jean see if you can make a connection we need to know who this guy is."

Jean nodded and turned back to the teen who was still giving her the most complex look she had ever seen on a guys face. It was part bewilderment, part anger, part inquiry and if she was any judge a bit of appreciation and attraction. She put it out her mind and pushed outwards with her mind. She felt the buzzing but continued pushing through.

She opened her eyes the world was suddenly red and vast and still buzzing. In front of her stood an old man; he was tall with grey hair and had a handsome face for someone his age. She suddenly noticed he had kind eyes that were giving her the once over. Then he spoken and his voice was one that crackled with warmth and understanding. "Now young lady I don't think you belong here." He gently grabbed her hand and gave it a gentle pat. "Why don't you go back where you came from, it's rather rude to barge into people's minds."

Jean open her eyes, looking around she realized she was back in the real world and that guy was still giving her that look but now the intensity was kicked up to the max.

"Jean what happened? What did you find out?" she leaned into Scott and started to whisper in ear. "He has psychic defences, nobody has psychic defences unless they use to psychics." She was about to elaborate when Scott yelled in her face "he's running" and took off at full speed. She quickly checked that everyone else was still with Amanda and then started following Scott thinking how this was supposed to be a stress free shopping trip.

xxx

Peter looked back and saw those two weird people were following him. He sighed, it would be so easy to lose them all he needed to do was just actually start running at his top speed and they'd never see him again but running down a New York street faster than a gold medallist would probably attract a lot of attention. He gave them one last look then turned down a side street, why couldn't things ever be easy.

Just a few minutes ago he had been pounding down the street making great time, one of the many wonderful things of having about having his powers was his reflexes he could run through a crowd without breaking stride and though his aunt would kill him if she knew, he never bothered to look as he crossed the street anymore, his spider sense would warn him if there was any cars coming. He glanced down at his watch and realised he was already later for MJ's play, how he wished he had been able to fix his web shooters already. If could have web slung his way he would have been there five minutes ago.

He was just about to pass a news stand when his spider sense started ringing, grinding him to a stop. Something bad was going to happen, he didn't know what but it was coming. As he looked around cursing his luck he noticed a girl standing near the news stand was engrossed in a paper, without pausing to think he grabbed her around the waist and ignoring her ear curdling scream lifted her up and carried her out of the path of danger. As her failing legs were hitting his shins repeatedly a diver lost control and crashed into the side of the news stand. The girl he was carrying instantly fell silent and stopped struggling so he set her down as gently as possible before strolling through the gathering crowd trying to be as nonchalant as possible.

He was just thinking that he had gotten away clean and he could start hurrying towards the theatre when he was hit by a familiarsensation and his spider sense. The sensation was very similar to something he had felt before; something was trying to access his mind. Panic flooded him but as quickly as it had started the sensation stopped, before his spider sense finished ringing he had turned around to face whatever kind of sick monster was attacking him this time. To his surprise what he saw was a beautiful red headed woman who looked like a more developed version of Mary Jane. His mind had million thoughts running through it, 'how dare she, why, was the symbiote controlling her', but also there was the part of his brain, the part of the brain that belonged to every single teenage boy thought 'god she's hot'.

He was still deciding on his course of action when his spider sense rang out again and he felt another presence in his mind. Acting on pure instinct he reached for the part of his mind that had helped him defeat the symbiote, the part of himself that was everything good and pure, and the very ideology of Spider-Man. Uncle Ben.

In his mindscape he once again saw the very attractive red head but the memory of Uncle Ben he had created kindly told the young woman to leave which she did. He stayed for a few moments glad once again to see his uncle before the real world claimed him.

Back in the real world Peter watched as the red head was being talked to by a man with red sunglasses as the girl turned to speak to the guy he decided to make a break for it.

They had been following him for about a minute and he was getting slightly annoyed as they were making him later and later for MJ's play. These two were obviously in good shape to keep up with him and they hadn't lost track of him or even fallen behind yet, despite the crowds. Well they couldn't keep up with him for long they would tire long before he even started to sweat and he had one other advantage, an incredible knowledge of New York including all its alleys. One thing he'd discovered while being Spider-Man was that alleys really were a place to find a lot of the crime so he often made sure to check them and now this knowledge was about to become very useful. He increased his speed to the point he was at the level of an Olympian athlete and made an abrupt left turn into and alley with no windows and more importantly a 12 foot high fence. He leapt the fence easily turned the corner and stopped.

'If I go back I might be able to get an idea on who they are.' Peter thought

With a plan in mind peter leapt onto the side of building and made his way to the roof when he arrived he crept over to the edge and peered over to watch the two people following him. They soon arrived both of them slightly out of breath.

"That guy is fast." Said Scott as he and Jean stopped and stared at the fence, both stared at it sizing it up.

"I could fly us over it." Whispered Jean.

"Why? We lost the guy and if he was fast enough to lose us and climb this we'll never catch him."

They turned around and made back for the friends. Peter glad they had decided to stop chasing him though wished they given some clue about who or what they were, but right now he needed to run so MJ could kill him for being late.

Ten minutes later Peter was inside the community centre feeling very confused. MJ had told him the play started at 3 but it was now 3:45 and people were only just starting to enter. He ducked backstage saw Mary Jane and went over to say hi.

"Ah Lady Macbeth you look wonderful."

Mary Jane looked up from doing her makeup and gave Peter a wide grin. "Good sir you honour me with your presence."

"So telling me the play was at 3?" Peter left the question unspoken but floating in the air.

Another grin lit up Mary Jane's face. "How else could I be sure you would actually turn up on time."

Peter sighed and MJ got up gave him a pat on the shoulder and lent in. "you better get a seat tiger before all the good ones are gone." Peter gave her a weak smile and started to walk away but stopped at the sound of MJ's voice. "But if you disappear like last time **I will** hunt you down." Peter didn't need to turn round to know there was a smirk on her face. He started walking and thought maybe he should take her somewhere nice for dinner. Hopefully it would take his mind off those people following him and how that girl had attacked his mind well he couldn't do anything about it so he might as well enjoy the show.

Back at the scene of the accident Scott and Jean were explaining why they had run off.

"So we think this guy is Xavier school material but we've lost him and there's no way we can track him down." Said Jean making sure to carefully choose her words as there were still a lot of people around.

"Can't we just use Cerebro when we get back to the mansion?" Questioned Rouge not bothering to use the same care as Jean as no one would know what they were talking about.

Jean shook her head. "I would need something to go on, I wasn't able to get a good read and Cerebro can't track his" she lowered her voice "x gene unless he uses his abilities and who knows how many of us there are in New York."

Kurt who had been with Amanda as she gave a statement to a cop joined then and held something up between his fingers. It was a plastic card with the words Daily Bugle written on it. "This might be a clue ja. Amanda says she found it on the ground when she collapsed."

Scott took it and gave it a once over, he looked at it thoughtfully "well I suppose it could be his maybe he's a copy boy or something and Amanda knocked it off when she was struggling." His face darkened suddenly "of course this could have been on the ground for days and has nothing to do with that guy."

Kitty spoke up breaking the silence that had fallen. "We should take it back maybe the professor or Mr. McCoy could use it to track him down."

_**AN well there you go now thing are going to get moving. Its been a while and the only reason for that is im evil and enjoy making you wait. MAWHAHA MAWHAHA!**_


	4. Chapter 4

Chapter 4

"So hank what do you have for us?" Asked Xavier as he and Logan entered Beast's lab a few days after the incident in New York, Beast had been spending the last few days trying to find out the identity of the mysterious young man Scott and Jean and chased.

"I believe I have found the prime suspect in this little investigation Charles but I recommend bringing in Jean and Scott to verify my speculations."

"Very well I'm contacting them now." Said Xavier as he sent a telepathic message to Jean and Scott telling them to come down to the lab.

"Shouldn't we bring storm in on this too?" Said Logan, he had lent back against the wall obviously deciding that he wasn't going to be getting involved in this little get together.

"She is currently taking some of the younger students out shopping for beach supplies before they go on their trip Kitty wanted to go swimsuit shopping so I doubt they will be home soon." He shot Logan a cunning glance, "you are more than welcome to join her if you wish."

Logan was spared answering by the arrival of Scott and Jean both of whom were looking a little flushed and Logan noticed that Jean's top was rather ruffled like it had spent some time on the floor recently. "What were you two up to?" he asked rather nicely just to make sure they knew he knew. Both teens blushed furiously and taking a small measure of pity of them Logan satisfied himself with a smirk and a grunt to prove his victory.

Beast started typing on the keyboard and a screen on the far wall glared into life showing a picture of an average looking brown haired, brown eyed teenage.

"That's him!" jean said rather excitedly, staring at the boy on the screen.

"I thought it might be." Beast said smiling at the fact his efforts weren't in vain. "Everyone I would like to introduce you to Mr. Peter Parker a high school student in Manhattan."

He was interrupted by Logan walking past him to stare at the picture with frightening intensity while mumbling. "Parker I know that name." His voice was soft as though he was trying to remember something and didn't want to scare it off by being too loud.

Beast hit a few more keys and a bunch of new images appeared on the screen. "You've probably seen his work." The images resolved into various shots of Spider-Man. "Mr. Parker was Spider-Man's unofficial photographer until his recent death. He is 16 years old, is in full time education with straight A's, does an internship at ESU's science department and works at the Daily Bugle." He paused looking thoughtful "you know if he has developed mutant abilities as well this young man must be under a great deal of stress with all these extra responsibilities."

At this point Scott who had been sitting out the conversation chimed in."I remember him; didn't they think he was Spider-Man for awhile earlier this year?"

"Yes but it turned out to be rumour that started when he wore a Spider-Man costume for Halloween." Beast replied.

"However..." The professor started to speak in a slow manner as he was making sense of something. "One of the things that came up during that period was why he was the only photographer to be able to get pictures of Spider-Man." He paused as he ordered his thoughts. "It is possible that if he is a mutant he was using his abilities to help him take the photographs." He turned to Beast. "What else do you have on our mister Parker, Hank?"

Hank fiddled with the computer bringing up the profile he had created on Peter. "This is everything I can find online." He pointed to a set of pictures near the top of the page. "His parents were..."

"Richard and Mary"

Everyone stared at Logan but he ignored them, the names of the people on the screen had just popped into his brain and then his mind was set on fire. He fell to the floor and when he landed on his knees his hands where digging into his skull, he let out a savage yell.

"Logan let me help you." Said the professor as he wheeled over to his friend, as soon as he reached him he placed his hands on top of Logan's and expanded his mind. He felt the agony in Logan's mind as the programming he had been put through tried to stop the memory from being recovered. Normally he would have tried to numb the pain but in his past experience with working with Logan he had discovered the best way to help was to uncover the memory because the pain would stop soon afterwards while if he went to numb the pain the memory might be lost but seeing as Logan now knew of the memory he would try to examine it and that would lead to more attacks.

Finally after a tense brief moment he managed to secure the memory and as the pain died down he was given a brief view of the memory. There were Richard and Mary Parker neither was talking but Richard looked very pale as though he had just had a terrible shock and to the side was Logan with a large grin on his face as he said "Congratulations."

The rest of the room looked on as the professor backed his chair up and Logan pushed himself upright scowling at the pain.

He shot Xavier a glance "thanks chuck." He turned to stare at the photos once again. "I knew them maybe they can fill in some of the blanks for me." His gaze then fell on a picture of them hugging a young child. "Well we have an in with this kid at the very least."

Jean and Scott looked excited and were about to ask a bunch of questions when Beast sighed and gave Logan a sad look. "I'm sorry Logan but they died, 12 years ago in plane crash."

The pang of grief Logan felt though small was very familiar to him. He wondered how many people he had forgotten, how many had died, how many were still alive thinking one day he would contact them. He had no idea how old he was, his earliest memory was the second world war and he looked the same now as he did then.

He was brought out of his thoughts by Xavier talking to Hank and forced himself to pay attention and not focus on his lost past.

"So who raised Mister Parker then or was he put into the foster system?"

"He was raised by his only living relatives his Aunt and Uncle, but it appears that his uncle died a little over a year ago in a carjacking."

Jean looked sadly at the close up of Peter's face. "How tragic he's suffered so much."

"We must recruit this young man," said the professor his voice steady and determined, "if he has developed powers he could be a danger." The rest of the room looked at him in surprise. "What we have here if a very gifted individual who has had his family taken from him in the cruellest of ways. He is obviously intelligent and hard working but that kind of pain can take root in someone and causes them to act out at the world which has hurt them. Magneto started out on this path and it is our duty to make sure Peter Parker doesn't go down the same route. We must teach him that it is his responsibility to use his gifts for the betterment of mankind."

FORREST HILLS

"Peter dear, dinner!" Peter was up in his room and was just examining his newly fixed web shooters when he heard his aunt yell up to him. He quickly got up threw his web shooters under his bed and made his way downstairs in a very good mood. His thoughts were solely on one topic. 'Just got to finish my new costume and then look out world here come the return of one and only Spider-Man, but this time I'm going to make some spare costumes, I keep getting my main one torn to shreds.' He was so focused on his thoughts by the time he reached the kitchen that he didn't notice his aunt wasn't alone until someone spoke to him.

"Hey there tiger."

"Hey MJ... MJ, what are you doing here?"

"Your aunt invited me and my aunt round for dinner; I take it she didn't tell you."

Peter nervously scratched the back of his neck. "Well you see I've been up in my room err... doing an experiment."

Mary Jane gave him a look that was part exasperation part humour. "Pete you do know we are on summer vacation right, you can lay off the learning for a bit."

"Says the girl who spent three weeks preparing for her play." He countered; soon they had settled into a conversation and were soon joined by their aunts carrying dishes, who insisted they eat up.

Later while everyone was enjoying Aunt May's famous pie the conversation turned to the party Mary Jane was attending later that night. "It's basically a wrap party since we had our last show yesterday." Mary Jane was explaining, "We were going to do it right after the show but everyone was so tired and we had to take down the sets so it was decided to do it tonight."

"Oh that sounds wonderful. Are you going alone or do you have a date?" Asked May as she gave Mary Jane a small smile, if Peter had been paying more attention he would have suddenly had a very suspicious feeling.

"Nah I'm going by myself" she twisted in her seat "unless you want to come Peter?"

"I don't know I was going to do something..." Peter stammered only for his aunt to cut in.

"Well I think you should go Peter, it would do you good and its summer you should be having some fun."

At this point Anna Watson jumped in as well. "Well I for one think it's a good idea, Peter you would help put my mind at rest as I would know you were looking out for Mary Jane."

Peter looked at the three women waiting for his response and sighed inwardly. 'I can fight six super villains at the same time but I can't stand up to three women. Great' he thought 'well at least no bad guy is likely use this tactic otherwise I'll be in serious trouble.'

"So tiger you coming with me then?" she asked while giving Peter her most beautiful smile, Peter smiled back. 'Well there are worse ways to spend the evening.'

"Sure Red why not."

LINCON YOUTH CENTRE

The music was already blaring loudly when Peter and Mary Jane entered the party, Peter was dressed in his usual attire but Mary Jane was another story.

"Not that I mind but why are you dressed up for this?" he cast his gaze over MJ's short dress and matching heels.

"It's just my LBD Peter I wear it all the time for parties."

"Well I've never seen it and what does LBD stand for anyway?"

"Well you hardly come to the party scene you always say you're busy and LBD stands for little black dress, genius." She said brightly with no trace of a mocking tone in her voice. "Every girl had an LBD because you can wear it for pretty much anything." She turned to look at the crowd of teens and waved to a few people. "Hey tiger I'm going to say hi to people can you get us a couple of drinks?" and as soon as Peter had nodded she practically leapt into the crowd of dancing teens and was greeted with a loud cheer.

"One of these days I'm going to figure out women and then I'm going to publish a book and become rich and famous." Peter mumbled to himself as he made his way over to the snacks.

"Yeah right, like you know anything about women. Hahahaha." Peter turned to see Flash leaning against a wall staring at him with a small grin on his face. Though he hated to admit it Flash hadn't been completely intolerable lately mostly due to his dating Sha Shan but Peter still didn't really see him as a friend more a slight annoyance that had to be dealt with every now and then. But that didn't mean they couldn't hang out with each other.

"So Sha Shan dragged you along I take it?"

"Yep." He said popping the p. "MJ got you to come out for a change then." Peter just shrugged not really caring what Flash thought. He turned his sight to Mary Jane shaking her body on the dance floor but still heard Flash making a whipping noise which he pretended not to hear. Flash wasn't content to leave it however, "What's with you two anyway? I mean you two always hang out together and now you're on another date."

"Whoa this is not a date we just came to the party together." Peter replied hotly.

"Suurree." Said Flash extending the word with a smug look on his face, happy he'd got a reaction from Peter.

Peter decided it was time to return fire. "What's with all the questions about MJ, Eugene, planning on dumping Sha Shan to chase MJ?"

"He'd better not." An annoyed female voice made Peter and Flash jump as they tried not to look guilty.

"Hey babe." Said Flash trying yet failing to keep his voice stable. "I was just asking the geek here about his date with MJ." Peter was smart enough to realize that Flash had done something clever (for once in his life), he knew calling Peter a geek was something that annoyed Sha Shan and made sure to imply Peter and MJ were on a date. This shifted all attention on to Peter and MJ and insulting Peter meant that Sha Shan would be annoyed with him for something minor rather than fixating on what Peter had said.

Sha Shan turned her disgruntled face to Peter who decided to try and change the subject. "Hey Sha I thought you were really good in the play." She sighed letting her face fall back into its natural beauty. "Thanks Peter I'm glad you liked it, I'm going to say hi to MJ."

As she turned away Peter was smacked on the back of his head. He hadn't paid attention to the very weak tingle of his spider sense as he was too worried about Sha Shan and what she might do to him.

"Thanks a lot now I've got an angry girlfriend to deal with."

Peter stared at Flash in outrage. "Me? You started this you stubborn jackass."

On the other side of the room MJ was just letting go of Sha Shan after giving her a hug. "Hey girl I'm so glad you came, did you convince Flash to come as well?" Sha Shan pointed to where Peter and Flash were arguing.

"So you got Peter to come then," she paused for a second and kept staring at Peter "you know sometimes I wonder how you two are friends I mean you two have so little in common."

"Like you and flash have so many things too share." Said MJ teasingly.

"Doesn't count we're dating, but you and Peter are like best friends."

"Only because Gwen and Harry got together, tiger was just the odd man out in their clique and he needed me."

"You sure there's nothing going on between you two?" Sha Shan said before she started to chuckle into her glass.

MJ was mildly annoyed but casually replied. "You know I'm too much of a free spirit too be tied down to a single guy when there's so many out there. And besides what guy could keep up with me?" and as if to prove her point he danced through the floor snatched Peter and dragged him to the centre of the dance floor.

Half an hour later Peter had finally convinced MJ to take a break from dancing by pretending to worn-out but really it was because he could only take so much dancing as he found it boring and wasn't particularly good at it, knowing a grand total of 4 moves. They found Flash and Sha Shan standing by the large punch bowl examining it.

"Hey what's going on guys?"

"Something off with this punch, maybe its god bad here you try it." Flash handed Peter and MJ a couple of cups and both took a swing.

"Yeah I see what you mean." Said Peter, he took another swing, trying to figure it out. "It tastes like cherry but it's got a weird after taste."

Mary Jane downed he cup and grabbed Flash and Peter. "Come on boys it's time to dance you can talk about the punch later." And with that she proceeded to drag both boys away from the snacks with Sha Shan following.

The next two hours went by in a blur leading to Peter and MJ waiting on a corner for a taxi. Thankfully it was a cool clear night and the fresh air was doing them the world of good. "So it safe to say the punch was spiked." Peter's statement was cut off by the fact MJ who had just fallen down before hand started to giggle. He helped her up while trying to keep his own balance which was proving harder than he first thought. 'Looks like alcohol affects me just like a normal person, I actually have to think about keeping my balance for the first time in over a year.' Peter thoughts were interrupted by Mary Jane placing her head on his shoulder and yawning.

"Come on tiger lets go I'm exhausted, we must have danced for hours I have no idea how were still on your feet." Peter had to smile at that as MJ made it very clear it was up to him to do the work, not that he could blame her she had had a couple more glasses of punch than him.

As they waited for a taxi to appear Peter felt MJ shift on his shoulder. "Hey tiger how did we get here? I mean how did we become ... friends? All I know is Aunt Anna told me you needed a date for a dance and I thought it sounded like fun."

"Hey MJ hold that thought. TAXI!" Mary Jane almost fell down as Peter shouted right into her ear. She forced herself to wake up a bit as they got in the taxi and gave the address. Once they got moving we turned to Peter and tried to organize her thoughts. "So tiger why'd you agree to take a girl you had never met to your high school formal?" a memory flashed before her eyes causing her to smirk "was it to win your bet with Flash."

Peter let out a small chuckle as he remembered Flash in his cheerleader costume he let the image go as he tried to remember everything that led to him taking MJ to the dance. "Nah the only reason I made that bet was because I already had a date with Betty, this girl at the Bugle, but when I told Aunt May she convinced Betty that she was too old for me." He stopped and let out another chuckle "she schemed for me to take you and did everything she could to make sure it happened. I mean I never even actually said I'd go with you, Aunt May just told me I was taking you two seconds before you knocked on the door."

"So why didn't you want to take me?"

"Well all I had been told about you was you had a lovely personality and well Aunt May was the one trying to set us up so you know..."

"You thought I was going to be a troll."

"Yes ...No...Well..."

Mary Jane just sighed and leaned back into the seat waiting for Peter to stop being an idiot when Peter's voice broke through her stupor. "You know I wonder why Aunt May was so desperate for us to go together I wouldn't have thought you'd be the type of girl she would want me to be with. I mean you're a smoking hot party girl I would have thought Aunt May would have wanted me to get together with a girl next door type."

"Hey I only live 3 doors down, that's pretty next door." Though her response was quick Mary Jane's thoughts had exploded within her mind. Her entire history with Peter and his Aunt played in an instant. The next thing she knew Peter had walked her to the front door and said he would see her later, she crept upstairs and fell onto her bed crawled into her covers and fell asleep.

A gentle bird song sounded in the morning air, its sweet tones a joy to hear, except in the case of one Mary Jane Watson to whom it sounded like nails on a chalkboard with a broken blender in the background. She opened one bleary eye and prayed to god to stop all noise, unfortunately the noise continued so she pushed herself up and went to have a nice hot shower. A while later while wearing her comfy dressing gown, she made her way downstairs in hopes of finding breakfast. However when she entered the kitchen she found something quite different May Parker and Aunt Anna were sitting at the table having a cup of tea and a chat. They both looked up at her and broke out into identical smiles as her aunt got up. "How are you feeling dear?"

"I'm fine Aunt Anna why do you ask."

Though Mary Jane had directed the question at her aunt it was Peter's aunt who answered. "Peter told me the punch had been spiked last night and you might be a little worse for wear." Her kind eyes gave MJ a once over before she continued. "So I thought I would bring these round to help you feel better." She offered a covered plate to MJ who took it and took of the foil revealing...

"Cookies."

"Ginger nut Cookies dear, they will help settle your stomach and make you feel better, also be sure to drink plenty of fluids."

"Thank you May that's so kind." As she started to nibble on a cookie Mary Jane thought back to her conversation with Peter in the taxi. She swallowed her mouthful and wondered how to begin when her aunt set a cup of coffee in front of her, she smiled her thank and took a sip letting the coffee wake her up a bit and decided to be blunt. "So why do you two want me and Peter to get together?"

Both ladies started and looked to each other trying to figure out what had brought this on. Mary Jane simply stared with a small smile on her face happy she had got a reaction instead of an instant denial. She had decided she needed to know why their aunts wanted them to be together; for god's sake they had tricked them so their first meeting was a date. After a few moments of non spoken communication between May and Anna, May turned to MJ and said "Why did something happen last night?"

"Yes, Peter told me he never agreed to take me on that date that you tricked him in to taking me."

The hopeful smiles on the old ladies faces died leaving a look of slight guilt. Mary Jane felt slightly bad about this but she and Peter didn't want a relationship and their aunts would have to deal with it.

Aunt May sighed and got up; she put a hand on MJ's shoulder. She looked MJ in the eyes and spoke kindly, "we thought you would be good for each other."

MJ looked at the woman trying to figure out why she had said that because there was no way she truly believed it. Both May and Anna knew she would never go for a permanent relationship, she had vented to her aunt about her home life enough and she knew Anna had told May. She just wanted to have a good time, not get stuck like her parents which would lead to nothing but pain. She was a party girl who was only interested in acting. Tiger was a smart guy who was going to go places. He would need someone like Gwen, who could support him in every way, hell that's one of the reasons she had pushed for them to get it together.

May's voice broke through her thoughts. "Mary Jane I love Peter but he's always been a bit shy and withdrawn, it's not his fault with what he's gone through, but if he going to be happy he has to be more outgoing and sociable and I believe you would do that for him, you would force him to have some fun and be a more complete person. But I also believe that you Mary Jane could use a stable, responsible, dependable man who would always be there and faithful to you."

"You're sure who two haven't gone senile?" said MJ try to laugh it off, but the fact of the matter was she was rattled by what they were saying.

"Mary Jane just because your parents have a bad relationship doesn't mean all serious relationships are doomed to fail." Her aunt had on her patented 'let's talk about it' face.

"Aunt Anna this has nothing to do with my parents, it's to do with the fact you and May have latched on to this idea of me and Peter. We are just friends, that's all we are. I don't want any kind of relationship especially after what happened with Mark." We turned to face May at this point of her rant. "And what about Peter, he wants to be with Gwen. Doesn't that matter?"

"I love Gwen but if they got together Peter would retreat inwards when he should be venturing out."

Mary Jane grabbed at her favourite argument for relationships. "Look I'm a free agent, a party girl, Peter is a brain, I wouldn't be good for him so even if we became a couple it would lead to us breaking up and destroying our friendship."

May looked through her glasses at Mary Jane and MJ felt she wasn't being looked at but looked through. "Mary Jane don't sell yourself short, if I truly believed that that was all you were I would have never set you up with Peter."

MJ felt like running away or simply screaming, why didn't they understand she didn't want a relationship, she didn't need to define herself by being a couple. She grabbed another cookie and changed the subject which thankfully was allowed as she began talking about her plans for the day her mind couldn't help but wonder what Peter was up to.

FISK FOUNDATION PRESS CONFERENCE

"... and that's how Dr. Ohnn intends to study time dilation." The press conference had ended and Peter was now helping Ned understand what the grant winners were researching and why it was important to the science community.

"He wants to build a black hole? Is he insane?" Ned was already thing how this could be a goldmine of a story black holes, mad scientists this could be great chance for him.

"No it's more an artificial wormhole but at the moment it is purely theoretical it will take decades for something of that scale to truly produce results."

While Peter and Ned were talking to men entered the hall and looked around. "I don't see any teenagers chuck are you sure the Parker kid is gonna be here."

"Hank, with a little creative computer work, found that press credentials for Peter Parker had been approved for this event." Xavier once more looked around the room trying to spot a single teenager. "So he must be here unless he never made it.."

"Excuse me."

Logan and the professor turned around to see the grinning face of Peter Parker. "Would you be Professor Charles Xavier?"

He nodded amazed that the person he had been searching for knew who he was especially since there was no logical way this teenager could know about him.

"Oh it is such an honour I have read all your work on mutation even though it's out of date it is the most amazing piece of work."

Xavier nodded once again surprised this teen had read some of his earlier work it wasn't exactly well known. His current research had never seen the light of day but his earlier work still existed though most of it was now completely obsolete.

He interrupted the boy, who seemed to be about to launch a bunch of questions at him. "Would your Name be Peter Parker?"

The boy froze in surprise or at least he assumed it was surprise. But when Peter Spoke it was with a voice filled with caution. "Yes how do you know who I am?"

"You could say who had a run in with some of my students a while ago but it would be more accurate to say you ran away from my students." He watched Peter's entire frame become ridged and tense and could feel the nervousness that the child gave off. "Perhaps we should find a more private place to talk."

XXX

As Peter followed Professor Xavier and the other guy to the back of the hall far from prying eyes, his mind was working in overdrive trying to figure out what was happening. 'Okay the only people I've run from were those guys when I saved that girl from the car hitting her, so maybe it's nothing maybe he just wants to thank me for saving his student. But then how does he know that it was me or where to find me and if he was going to thank me why do we need to go somewhere private.' The thoughts kept whizzing around his head as he tried to figure out what was going on when he remembered that weird feeling of something entering his mind seemed to come from those teens. Suddenly on guard and weary Peter began to view them as threats and assessed them in his mind. 'Professor Xavier shouldn't be a problem in that wheel chair I could be gone in seconds unless he has some kind of nasty surprise for me, however the other guy looks dangerous short but muscular and has a certain edge about him making me want to stay on guard. Okay I'll stay and talk for a few moments' fish for some info but get out of here as quickly as possible.'

After they found somewhere backstage where no one was around and the other man who had been addressed by Logan went to make sure they weren't disturbed, Xavier turned to Peter and looked him in the eye. "Mr Parker let me be Frank."

"Only if I can be Carl." Peter couldn't help himself how often to people set you up with 'let me be frank'. To his great surprise Xavier actually let out a small chuckle. "Wow someone who actually laughs at my jokes I never thought I would see the day."

"As I was saying, I wanted to speak to you today because I believe that you are like me."

"No I'm not bald. See." He said giving his hair a tug. "Not a wig."

Professor Xavier raised an eyebrow but continued on. "I think you know what I mean, you like me have a special gift."

Peter put on his best puzzled face hoping to bluff his way out of this, only for his spider sense react as the voice of Professor Xavier entered his mind.

"_You understand Peter don't you? You're like us a Mutant."_

XXX

As Xavier made contact with Peter's mind he felt the same buzzing that Jean had described but he knew he had made contact when Peter's body reacted like it had been electrically shocked. He stared thoughtfully at the boy as he realised the look on his face wasn't surprise and shock but anger.

"Stay out of my mind." Xavier was surprised by the threatening tone that came out of Peter mouth.

"So you have encountered a psychic before." It wasn't a question Xavier could see that Peter had had a bad experience with psychic abilities by his reaction and immediately altered his pitch he was about to deliver.

Peter didn't reply so he pressed on. "I am a mutant and I have the ability to read minds." Once again there was no look of surprise or shock just anger. "I can assure you that I do not read someone's mind without their permission." The look of anger faded but the look now on Peter's face could in no way be called happy.

"I run a school for people like us where you can learn to use your powers in a safe environment." No reply came from Peter.

"Would you like to tell me exactly your power is?"

"I'm not a mutant."

"Excuse me."

"I have read your work. I know the definition of a mutant is someone born with different genes than the standard Homo Saipan."

"Yes and you feel that does not apply to you?"

"Look you seem to know that I'm not normal so I'll level with you and then you leave me alone."

"..."

Peter the lack of objection as a sign of agreement. "I got these abilities by accident I can't tell you how but I was not born like this, I'm a mutate not a mutant."

Xavier sighed and stared and the young man trying to give off a compassionate air. "Peter you are in denial you need to realise your true self and I can help with that. If you agree to attend my school we can help you accept who you are and train you so that you are in complete control of your abilities."

Peter stared at him in disbelief, he shook his head and got up and grabbed a metal pole that had been left over when the stage had been assembled.

"1 I know exactly who I am I don't need your help and 2 I have perfect control over my abilities." He bent the reinforced steel pipe in half without even the slightest sign of effort.

Xavier was surprised he had believed the boy had some kind of mental ability due to Jean's description and is own experience with trying to read Peter's mind.

Peter sat back down and stared at Xavier. "Now you seem like a good person so I going to leave and we will both agree to stay out of each other's way, you leave me alone and I won't go to the press with a story about a interesting school run by a noted geneticist ."

"Peter I ask you, please come and see my school and then decide if you would like to join us I promise you that you will be able to make your own choice..."

Peter cut him off before he could get too far into his pitch. "Look my place is right here I'm fine by myself I'm not joining anything and I never want to see you again."

Peter got up and turned to leave to see Logan standing in his way. "Kid if you walk away your going to be making the biggest mistake of your life."

"No I'm pretty sure that was buying a Zune instead of an Ipod."

And with that comment Peter leapt from a standing position clear over Logan's head did a perfect landing and started to run away.

Logan growled, he was torn between chasing the kid and bringing him back or going and beating the hell out of him for being so disrespectful. "Well that went well. Want do you want to do now Chuck."

"That young man must be made to see that we are trying to help him. If he continues like this he could become another enemy. He has to learn to be responsible with the power he has been given."

Xavier placed his had together as Logan wheeled him out the building. "Perhaps we should pay a visit to his aunt maybe she will be more open to us."

A couple of streets away Peter sat on a bench wringing his palms. 'Okay some guy who thinks I'm a mutant want me to go to his school for mutants, yeah that sounds like a good idea. Okay well at least he didn't call my bluff. All this hanging around with MJ seems to helped my acting skills, I can't believe he brought that hard case act I pulled but now hopefully baldy locks will disappear now I've told him I'm not interested in his offer.'

Peter looked up at the sky whishing his life was less complicated.

**AN: Well there you go finally a new chapter, I'm sorry about the wait but I did warn you in the first chapter that the waits would be long. The problem I have is that I lots of ideas but cant actually get them down on paper/computer. It is one of the reasons I had a go at fanfiction and I think this has helped me I can type faster and have better spelling and grammer than before. I would like to thank all the people who reviewed you are too kind, seriously your too kind some of you have accused me of having style and knowing what im doing. I can assure you I don't. **

**If you want a really good Spiderman story I suggest you check out Nomad88 who is a much better writer than me and actually updates.**


	5. Chapter 5

Chapter 5

Two days. Two days of worry and tension. Peter Parker your perfectly ordinary high school student on summer vacation had had a rough 48 hours, he was convinced that that the other shoe was going to drop and when it did, it would turn out to be an extra large clown shoe with steel toe caps. His secret was not safe and there was no way he could fix it. While Xavier was wrong about him being a mutant it was still too close to the truth. That was why he was sitting in the lunch area on the roof of his school in the middle of summer vacation, he needed to be alone and have some space to think and hopefully set his mind to rest. He had chosen his school because nobody would be there and well he always did well in school.

"Okay, what am I going to do?"

...

"Okay I have no idea what to do. I really need to finish my costume then at least I can go talk my problems out with Bruce that would help me get my head straight. Should I be worried that the thing I talk to about my life the most is a stone gargoyle?"

Pondering this he quickly made is way down the side of the building using the fire escape as he had avoided using his powers completely during the last two days. It wasn't because he was paranoid, paranoid meant you thought something or someone is out to get you. Peter knew there was a phone book worth of people who were out to get him or his alter ego, most of them having threatened him repeatedly.

'Okay I need to calm down it's been two days if anything was going to happen it would have happened by now.' Thought Peter as he started his way down the street not even looking where he was going as he made his way to the bus stop. He was so lost in his own thoughts that when he felt a hand on his shoulder he nearly jumped 10 feet in the air.

"Whoa tiger! What's the problem?" MJ was trying to keep a look of pleasure off her face, it wasn't often she made Peter jump out of his skin and she got some perverse pleasure from seeing him so startled.

"Oh hey MJ." His voice was normal but MJ could tell it was forced. "I guess I didn't see you there. So what are you doing here?"

"I just had lunch with Glory. You going back home?" Peter nodded and turned trying to keep an eye out for the bus. Mary Jane had now known Peter for nearly a year and in the last few months especially they had gotten much closer and they now counted each other among their best friends. Therefore she had become attuned to Peter's moods and could tell when something was brothering him and now his attitude screamed there was something on his mind and it was bringing him down.

"Huh? Oh yeah home right."

"Peter you okay?"

"Why wouldn't I be it summer vacation, 'no worries' just kick back and relax. Coollio."

MJ raised an eyebrow "Coollio?"

"Yeah I'm not good at slang. Oh look here's the bus."

They got on in silence. Sat down in silence and as soon as MJ open her mouth to speak Peter's head turned to look out the window. However Mary Jane was not the type of girl to give up. "Tiger that might work on some people but do you really think it's going to work on me?"

"..."

"Look I know you've got a lot on your plate and you like to try and deal with stuff on your own. But you got too stop trying to shut people out. For one thing you know I'm not going to let you cut yourself off from me even if I have to tie us together."

"MJ I know you're trying to help but please could we just ignore it, I mean it's nothing you could possibly help with and I'd rather just try to get my mind off my problems."

Mary Jane nodded she could understand the desire, sometimes when life got to complex the best thing was to simply take a step back and have some fun before tackling life with full force. "You know there is a party tonight. My drama friends are going and you're welcome to come, I'd like it if you came, but I know you might have plans..."

"Is it so I can be used as a diversion so losers won't hit on you? Or do you need someone to carry you home again?" Peter suddenly realised he'd made a big mistake, he'd answered on automatic letting his natural snark take over and there was no way MJ was going to let him get away with that.

She looked him square in the eyes and gave him her version of the _Look_! She had been working on it and was quite proud of it. While she couldn't match Gwen the_ Look_ was still very useful in dealing with a genius teenager with a big mouth.

"How about we pretend I didn't say that? That way you don't have to go to the bother of killing me and then trying to hide the body." Said Peter as he tried to back away, unfortunately unless he ripped the window off and dived out he wasn't going anywhere.

"MJ stop giving me the _Look_, please."

She let up but the look on her face was still fairly close to the _Look._ "Peter I'm going to ignore your last comment so long as you talk to me."

"I thought you had dropped the whole making me talk thing."

"I did but then you decided to be a jerk, so start talking, now." The last word was a command.

"MJ it's not that simple. I mean my life is a mess in so many ways right now."

Mary Jane raised an eyebrow indicating that that was not good enough.

"I mean for one thing you're my only real friend right now."

"Peter that's not true, you got lots of friends..." Peter interrupted her by raising his hand.

"I can't be around Harry or Gwen because of how it hurts, I can't be around Liz because of how I've hurt her, Eddie's ... getting help and if I'm around anyone else they just want to know about all the drama."

Mary Jane looked at Peter and for the first time in months felt like she really saw him. She had known about how bad he felt about what went down with him Gwen, Liz and Harry, that's why she had made an effort to become closer to him so he knew he had someone there for him. But the dark cloud hadn't lifted in the passing months, sure it had gotten lighter but it was still there.

She was trying to figure out the right thing to say when Peter began again. "Last year really did suck didn't it? I lost Gwen and Liz; I lost Eddie and Harry in other ways. You and Liz lost Mark and hell Harry lost his dad..."

And in Peter's mind the list went on '... because I killed him by accident but it's still my fault, just like it's my fault Eddie got infected by the symbiote, like I couldn't save John Jameson...'

"Peter listen to me. Yes this year's been tough, _on all of us,_ but that doesn't mean you should deal with everything by yourself."

Peter lowered his head and started staring at his hands as he tried to think of what to say. What could he say? That he had to deal with everything by himself because he was the masked hero Spider-Man and he couldn't risk anybody getting hurt simply by knowing his secret. Yeah that would go down well. Summoning his courage Peter looked Mary Jane in the face. "Mary Jane I know I don't _have to_ deal with my problems by myself but the fact is it's probably best for everyone right now if I just work out my problems, but I promise you if I think, for even a second, that I have a problem that you could help with I will barge down your door."

To Mary Jane it sounded like he was being sincere so she nodded and started to tell him all the gossip she had gotten from Glory knowing full well he didn't care but wouldn't risk changing the subject in fear of her trying to get him to talk about his problems.

FORREST HILLS

Peter had just said goodbye to Mary Jane and was walking up his drive when the front door opened to reveal his Aunt May. "Oh Peter your home just in time, there is someone I want you to meet."

Peter hurried to door gave his Aunt a smile and put his bag on the hook by the door. "Well I trust your judgement pretty lady. You were right about Mary Jane, but I'd prefer little warning instead of being ambushed by a blind date. I have this thing about being ambushed."

'Mainly because of all the super villains.' He added in the privacy of his head as he walked to the living room.

Aunt May closed the door and saw that Peter had stopped in the middle of the doorway so she took the opportunity to introduce the guests. "Peter this is Professor Charles Xavier, his employees Mr Logan and Miss Monroe and one of his students Jean Grey." She couldn't see Peter's face and therefore continued unaware of the look of horror that her nephew had. "Professor Xavier has come to offer you a place at his school."

"Hello Peter I've been looking forward to meeting you." Said Professor Xavier has he rolled to towards him in his wheelchair.

Peter managed to get his face under control as he gave Xavier a handshake. 'I think the other shoe just fell on my head.'

Aunt May had gone to check on the tea she had been making and the second she was out of the room he scowled at the people sitting down facing him. The professor and the burly man from before were looking at him impassively, the stunning black woman who had been introduced as Miss Monroe was giving him a beautiful smile and the red headed girl, a few years older than him, was definitely the one who had breached his mind last week. Peter faced the professor. "I thought we had a deal you leave me alone I don't go to the press and what do you think you're doing coming to talk to my aunt, she has a heart condition."

"I'm aware of your aunt's medical problems Peter and I assure you that I would never intentionally cause harm to her. That is why I've decided not to tell your aunt the truth as the shock may lead too..."

The door opened and Aunt May came in holding a tray filled with cups of tea and a plate of cookies. Peter got up and helped his aunt hand out the tea.

"As I was saying Mrs Parker I believe Peter would be a perfect fit for my school." Xavier sipped his tea and smiled. "His grades and internship at ESU while managing a job, shows just how dedicated he is to his education and I'd like the chance to further his education."

"I'm sorry Professor Xavier but the fact is I can't leave my aunt right now and to be honest we can't afford to send me to private school." Said Peter and in his mind added, 'take that'.

"Peter don't say that, I have a responsibility has your aunt to provide for you to the best of my ability. While things haven't gone as smoothly as they could have since Ben died, as soon as my cook book starts making money we will be much better off."

"Mrs Parker, Peter, I take in students from all walks of life, some are orphans that live at the school year round while most are like Jean here who have normal working class families. As I fund the school myself with my family's fortune there are no fees."

Seeing the looks on the Parkers faces was very interesting, May's was a picture of happiness while Peter's resembled someone who had the floor pulled out from under him.

"However this is a unique situation as Peter is a bread winner for this household we are willing to treat him as a special case. We are willing to use funds we have for orphans, instead of providing an allowance for Peter we shall send the funds to you Mrs Parker."

"YOU'RE BRIBING ME TO GO TO YOUR SCHOOL!"

Aunt May turned around and lightly scolded her nephew. "Peter I know you're excited but there is no reason to shout like that."

Peter looked his aunt in the eye and swallowed. "Aunt May I don't want to go to this school, my life is here, my friends and then there's the fact I can't just leave you here all by yourself."

"Peter we haven't decided anything yet, but I want to make one thing very clear. You need to stop worrying about me so much, we Parkers are made of tougher stuff than you think. Anyway you're going to be leaving this house soon anyway."

Peter tried to interrupt but Aunt May just steamrolled over him. "When you go to College I want you to have then full college experience, not staying here worrying about me."

"I agree with your aunt Peter College is an eye opening experience and one that shouldn't be missed especially for someone with your intelligence." Said Professor Xavier as he picked up a cookie and took a bite.

"However Ben and me decided a long time ago we wanted Peter to have a normal life as possible. When we first discovered that Peter was gifted the school asked us to consider Peter skipping a grade or maybe two, but Ben made it clear he wasn't fond of skipping grades because of the fact it forces the child to have mature faster and would make him to leave his friends behind. Not to mention it was not long after Peter came to live with us and we didn't want to give his life yet another upheaval."

Miss Monroe, who up until now had been slowly sipping her tea, smiled at Aunt May. "I agree with you completely, it is important that a child have stability in life and while education is important, you shouldn't forget that part of the school environment is about learning social skills for later life as well."

"You people do know I'm right here, right? I haven't suddenly turned invisible or something, have I?" Peter had been getting more annoyed for the last few minutes. These people were talking to his aunt when he had told them he wasn't interested in what they were selling, and to make matters worse his aunt was taking them seriously and was discussing his upbringing with them.

Aunt May looked like she was going to tell him not to be rude but was beaten to the punch by Mr Logan. "The kids got a point you know, he should be doing a part of the talking seeing as this affects him the most."

The professor put down his cup and said. "Logan is right we are being rude not including Peter in this discussion, I apologize for that. But before we continue I would just like to say that my school does realise the importance of social interaction. Peter ,if he decides to join us, will be attending Bayville High the local high school but he will also be given extra classes at the institute in a variety of subjects such as physics, chemistry, biology, psychology and natural studies and many others taught by myself and my instructors."

Aunt May was once again beaming and turned to Mr Logan and Miss Monroe. "So what do you two teach?" She asked politely.

"I teach a variety of subjects, whatever needs teaching that day really." Answered Miss Monroe, as she gave Aunt May one her beautiful smiles, she then gave Mr Logan a small prod with her elbow.

He gave an annoyed grunt, shot her look and with a bored voice spoke. "Physical education, survival skills and self defence."

Aunt May looked at the professor hoping for an explanation. "We believe in a full education and a healthy mind requires a healthy body not to mention in this world it is important to have to the basic skills to defend and provide for yourself."

"So basically if I accept your offer I still have to deal with a normal high school, still have to do extra work like I do in my internship, do what sounds like a boot camp, move away from all my friends and family and probably have to bed in a dorm with a bunch of other guys. Yeah that sounds great." Peter smiled at the room, his aunt now didn't look quite as sure as before, so if he played his cards right he would never have to see these people again.

However his hopes took a nosedive when the professor chuckled and mentioned for Jean to hand his aunt something. It turned out to be a brochure and when his aunt open it she let and out an "Oh my!"

Peter took the brochure and looked inside. The pictures were of a large lavish mansion. There were pictures of four poster beds, a swimming pool, a basketball court, a baseball field and a game room.

He was drawn out of his stupor by Jean's voice. We all get our own private bedrooms with ensuite bathrooms and we have full use of the facilities.

"Though we do require the students to do chores such as helping with meals and general cleaning." Said Miss Monroe, to which Peter just groaned.

A little while later Peter was left alone with the professor, Mr Logan and Jean. Miss Monroe had offered to help his aunt with the washing up. This little get together had just gone from strength to strength with Aunt May getting very excited at the thought of him getting all these new opportunities and luxury she couldn't give him.

As Peter looked around during the uncomfortable silence he noticed that the three guests kept looking at each other in turn like they were having a conversation. While the Professor had been giving his sales pitch with assistance from Miss Monroe, Mr Logan had mostly kept quiet only answering questions that were asked, Jean had kept chiming in with how great the school was and how she had made such good friends there.

At least they hadn't mentioned anything about mutants or special abilities so his secret was safe for the moment, and speaking of abilities.

"Are you having a telepathic conversation?"

The sudden look of panic on Jean's face told him he was correct even if the professor and Logan hadn't moved a muscle. "Look I know you lot have planned this so my aunt will think this school of yours is the best thing since sliced bread but I told you I don't want to join this little training camp of yours."

The professor gave him a very calculating looking. "Peter I'm sorry you feel this way but we can't just leave you here by yourself with no one to guide you through what you going through. You must have lots of questions about what is happening to you."

"You can stop right there my Uncle Ben gave me the talk when I was 12 and I don't need a repeat."

Logan smiled in a way that wasn't 100% friendly. "This one's got an attitude chuck."

"I can understand that you have doubts, which is why I'm willing to offer you a compromise. You spent six months at my school and if you still wish to leave at that time you will be free to go and will never hear from us again."

'Well Aunt May seems to really want me to go and at least this way if I agree I have an out no matter what.' Thought Peter as he replied. "Yes six months would be best because that way I can transfer back to midtown high for the last semester."

At that Jean spoke up. "You shouldn't think like that. You should give is a chance, you may like what we have to offer."

"Says the girl who invaded my mind for no reason, anyway the only reason I'm agreeing to this is because you have people have made it impossible for me to refuse without my aunt forcing me to go."

"Peter the offer we have given you is very similar to offers we have given our other students, we do offer this to everyone we believe could benefit from our school. There is nothing sinister going on here we are merely trying to help you." The professor laid his hands on his lap and smiled at Peter.

Peter smiled back but where the professor's was an open smile of trust his had a mischievous glint in his. "So you're saying that you're trying to help me right?" A nod came from the professor.

"So you wouldn't mind if I had some conditions of my own right?"

"So long as they are reasonable and do not endanger anyone, I give you my word that I will uphold my part of the deal if you do the same."

"Okay then, first off I need a promise that no one will go into my mind."

"That is already a standard rule in my school for the mind is a private place."

Peter nodded satisfied. "Two, there will be no studying me or my biology."

The professor chuckled. "You make us sound like a secret government lab. Fear not we really are just a school and we are not going to study a mutant like you."

Peter thought about correcting him but changed his mind, the professor had promised not to study him there was no reason to give him a reason to want to study him.

"Three, I want my own lab." This was long shot but while he had basic equipment he had always wanted some high end gear and actual space to work. Somewhere secure so he had privacy to run some sensitive experiments. Seeing as these people really wanted him to come to this school might as get as much as he could out of the deal.

"We were prepared to offer you that anyway. We have plenty of workspace down in the lower levels that you are free to use and I'm sure Dr McCoy would be happy to help you set up your own lab. He was hoping we could convince you to join us, as he is eager to get to know you as young scientist."

Logan grunted and the professor looked at him and smiled towards Peter. "As Mr Logan has reminded me we do require that you make some promises to us as well."

"What kind of promises?"

"That you keep our school's true purpose a secret, that you will partake in all the training we provide and that you willing follow the instructions that we give and obey the rules we have in place."

Peter shrugged. "I can live with that for six months, then I'm outta there right?"

"If that is what you wish at that time then yes, you will be free to leave."

"Okay Professor Xavier you got yourself a deal." Peter got up and shook Xavier hand.

"Well then let's sort out the details with your aunt shall we. I'd like you to come to the school two weeks before the start of the school year so you can settle and we can begin your training."

**AN: So its been six months since I last updated and I'm sorry to keep you waiting that long but I been busy with the 42 (life, universe and everything) and theres the fact i've watched the latest Spider-Man cartoon and went into state of depression that this cartoon replaced the Spectacular Spider-Man (this is a joke). As I said before you are too kind i've had numerous compliments and demands for updates. So to sum up it takes me ages to write a chapter, I'm sorry, feel free to review.**


	6. Chapter 6

Chapter 6

Mary Jane was lying on her bed reading a letter her mother had sent her from her vacation when she heard a knocking on her door.

"This is my version of barging down your door like I promised."

She got up and opened her door revealing her guest to be Peter. "That's not really barging Peter, for it to be barging it at least has to been pounding on the door demanding to be let in, if not full on slamming the door open." Mary Jane took a look at Peter and saw something she had never really seen on it before nervous panic.

"Well that was the original plan but I didn't think your aunt would like that and well you might not have been" he paused looking for the right word "_decent_." His hands moving around like he had no control over them gave MJ plenty of understanding of what he meant by _decent_.

"What do you think I do when I'm alone? Walk around in my underwear." Peter just shrugged. "Well at least you have manners, plenty of guys would just come right it hoping that I wasn't _decent_."

She turned around and went to sit on the edge of her bed and motioned Peter to join her. As he sat down she pushed herself back and turned so she could be facing him and Peter copied her. "So why the need to create the politest barging down of a door in history?"

"Well you remember when you made me promise you that if I thought, for even a second, that I had a problem that you could help with I would barge down your door."

Mary Jane sighed not sure what to make of this. "Yes Peter I remember it like it was yesterday, because it happened just a few hours ago."

"Well in the last few of hours my aunt and I met with some people who run a private school in Bayville."

Mary Jane looked at him not seeing the problem "And?"

Peter stared at her in disbelief "What do you mean 'and?' this is a major problem."

"Peter you know your aunt won't make you go if you don't want to she wants you be happy above all else."

"I'm spending 6 months there for a trial period and I leave in two weeks."

Thanks to her acting skills Mary Jane managed to lock her face in a blank mask, so she could consider this without giving anything away to Peter. Her life was in a good place right now and a large part of that she knew was because of Peter, he had become one of her best friends, they shared things that she and her other friend couldn't, they both knew the sting of lost parents and lost love. It also helped they were the only ones in their social circle who weren't in relationships. She suddenly realized that she was only seeing this from her perspective. Peter was the one who was going through all the change leaving his family, friends and the only home he had ever known.

"Peter how do you think I can help with this problem it sounds like everything has already been decided?"

She had never seen Pete look so down then he did at this moment. "I just need someone to talk to or do something. I mean this came out of left field and my life has just changed and I've just gotten over the last few changes that have happened."

'Obviously talking about Gwen and Harry there' Thought MJ as she placed a hand on Peter's shoulder.

"Now I have to say goodbye to everyone, quit my job at the bugle and tell doc Warren I'm dropping out of the internship and pack up all my stuff, not to mention all the other things I'll have to give up or stop doing."

"So what you really need right now is someone to support you and help you through this."

Peter shook his head "maybe tomorrow but right now I want to forget all of this and go have some fun."

MJ smiled now this was something she could do better than anyone else. "Good call, go home and get changed we're going to the party I told you about and I know there are some single girls there that would love to dance the night away with a guy like you."

TWO WEEKS LATER

Parting is such sweet sorrow, whoever had said that was a hack because in the last two weeks Peter had been preparing to depart had been nothing but a nightmare filled with boring tasks, keeping his aunt from finding anything she shouldn't while she helped him pack and having to repeat the same thing over and over again to anyone he spoke too. While Professor Warren had just told him to take anything of his with him when he left, Jameson had burst into a rant so long and loud the entire office had ground to a halt. The rant ended along the lines of ungrateful kids and to never darken this door ever again. Peter had then been able to say he would be back in 6 months at which point JJ had yelled to get out of his office and that his contract made sure the bugle got the exclusive on any photos he took. The rest of the staff where much easier to deal with, Robbie had told him that he would always be welcome here and Betty had given him a long hug and told him to look after himself.

Mary Jane had taken it upon herself to cheer up Peter and every night she had dragged him out to have fun, they'd gone to the movies, to clubs, to Coney Island and anywhere else she could think of.

Peter hadn't told anyone from school but Mary Jane had told her friend Glory who had of course told everyone else, so he wasn't too surprised when he received a call from Liz who told him that she had heard he was leaving for another school and she wished him the best. Afterwards he had thought of calling Gwen but found he couldn't do it, he couldn't say goodbye to her over the phone. How could he say goodbye to her was a mystery? Nothing seemed right especially because she wouldn't be back in New York until after he had left. Even if he could have done it face to face he would have no idea what to say.

So here he was waiting on the sidewalk with one large suitcase and two duffle bags with his aunt waiting for the transport the Xavier institute was sending to pick him up.

"So do you have everything?"

"Yes aunt May."

"Did you remember to put your toothbrush in after you brushed your teeth this morning?"

"Yes aunt May."

"Perhaps you should open up your bags so I can go through and make sure you haven't forgotten something."

"You did that last night." Peter reminded her, he was just glad she hadn't found the false bottom he had set up in his suitcase and all his Spider-Man stuff underneath it. He still hadn't repaired his costume yet, as he had no free time recently with everything the move entailed, and he had no intention of leaving it here for his aunt to find so it had to come with him.

"Now remember to call me to let me know you got there safely and I'll call you every weekend but you can call me any time you want."

Peter just nodded as he looked up and down the street.

"Be nice to all your teachers and your house mates you're going to be living together for some time so it's important to try and get along with them."

Peter turned and gave his aunt a hug. "I'll be fine aunt May you have no reason to worry and it's only for 6 months." He grinned at her but saw her face was set in a stern expression.

"Peter you are going to give this a good try." There was no mistaking this for anything but an order. "It is a wonderful opportunity for you so please think about staying after this six month trial period is over."

"I promise I'll think about it but it still feels like I should be here in New York."

"Well maybe in six months it will feel like you should stay there, all I'm saying is to keep an open mind."

Peter broke away from his aunt and noticed the wetness behind her glasses as well as her beaming smile. "I'm so proud of you. Your uncle knew you would change the world by being a great scientist and going to this school will help you get there. If only Ben could see you now."

This time Peter grabbed hold of aunt May unabashed and hugged her for all he worth. He tried to put everything he felt in the hug, all his thanks, all his love and everything else that was too big for him to put into words. He felt his aunt rest her head on his and felt her chuckle. "I haven't had a hug like this from you in years."

"So I'm in time for the hugging then?"

May and Peter broke apart and saw Mary Jane smiling at the two of them. "You sure are." Said Peter as he turned away from May and hugged MJ, as they let go and backed up a black van pulled up and Miss Monroe stepped out.

"Well I guess this is it take care tiger."

"Thanks MJ, could you tell Gwen I'm sorry." She nodded understanding that he hadn't told Gwen and Harry he was leaving.

He turned to aunt May who smiled and put a hand on his shoulder. "Have fun and remember to call me when you get there."

"You take care of _yourself_ pretty lady. Hey MJ promise me to keep this wild card out of trouble will you?"

"I don't know tiger how do you expect me to keep up with her, let alone keep track of all the men that keep throwing themselves at her."

"Oh shush both of you, okay Peter let's not keep Miss Monroe waiting you've got a bit of a drive ahead of you."

Peter got his bags put them in the back of the van, gave his aunt and MJ one more hug and got in and waved till they were out of sight. In a moment like this where everything changes there should have been something, music, rain starting to fall, maybe a sense that a great adventure had just begun but all there was the nervousness of two people who were going to be together for the next hour and had said less that 20 words to each other.

"So I take it that the pretty red head is the reason you didn't want to join us?" Miss Monroe obviously believed that talking was the only way to get past this but Peter was feeling too put out by all this to answer.

It suddenly hit him he was leaving everything and everyone he'd ever known, he knew it was coming but suddenly he felt the feeling crush him. But Peter Parker was not one of those who would let something like that affect him for long, he was made of sterner stuff than that, after all he was a superhero!

"I'm sorry what did you say Miss Monroe?"

"Call me Storm, all the students do" she gave Peter a small grin, "I was asking if that was your girlfriend seeing you off."

"No she's just a friend, one of my best friends come to think of it."

Though she kept her eyes on the road Peter was sure her face softened. "I'm sorry that you've had to uproot your life but this is the right choice for you now. You're going to get the support and training that normal schools can't provide you, and you're going to get to meet people going though the same things you're going though, can you just imagine just being yourself not having to keep up the charade of being something other than what you truly are."

"That would be nice." Said Peter while he wondered if anyone else there had to keep a secret identity and worry how they could sneak out to go save people.

FORREST HILLS

"Mary Jane, are you okay dear?" MJ kept her eyes on the road where the van had just driven off.

"I'm fine aunt May, why do you ask?

"You're crying dear." MJ put her had to her face and felt the wet patch of skin. It was just one or two tears that had fallen, but it betrayed the smiling face she had put on for Peter's farewell. For the last two weeks she had tried to take Peter's mind off his by moving by doing every fun thing he could think of. She had been so focused with taking Peter's mind off everything she hadn't really thought about what Peters leaving meant until right now. No that wasn't true she had realized what it meant right away she just pushed it to the back of her mind and focused on having fun with Peter while she still could. Now every thought she had ignored hit her and she couldn't pretend that his leaving didn't hurt.

"I just realized how much I'm going to miss him. I'm fine aunt May really." She saw tears fall down May's face and gave her a hug. "How about you? How are you feeling?"

"I'm fine, why don't you come in for lunch and I can tell you all Peters embarrassing stories that should cheer us up a bit."

"That sounds like a plan to me."

BAYVILLE

Peter got out of the van and stretched as he looked around the grounds of the Xavier institute where he would be spending the next six months of his life. To be honest if he didn't know that this was school for super powered teens he would have thought it was the home of one of the classier celebrities. The walled in mansion with its long driveway, water fountain and perfectly cut giant lawn gave the impression of money.

"Welcome mister Parker I hope you had a pleasant trip." Professor Xavier rolled out of the awfully big front door and Peter couldn't help but wonder if he'd been sitting just inside for the last hour waiting so he could appear at the right moment.

"Err yeah it was fine, I mean it was only like an hour so no big deal."

"Every well then how about I show you to your room and then we can give you the full tour."

"Sounds good to me I'll just get my bags."

After he got his bags he followed Professor Xavier inside and felt his jaw drop at the size of the staircase it was so wide that ten people walking side by side could go up at once. The chandelier was as big as him and glittered making it look really expensive. There were statues on stands and oil canvasses on the walls the amount of money that must have gone into this room alone was mind boggling.

"Question."

"Feel free to ask anything Mister Parker"

"You have teens with superpowers running round here with all this breakable expensive stuff right here in the open."

"Yes I do but at the moment all of them have gone to beach for the day."

"Okay so you are crazy good to know."

Xavier chuckled at that. "I offer my students trust Mister Parker and they offer me respect by not breaking all my possessions, that's not to say there are no accidents but punishments are only given if I believe that it is deserved."

They went in to a small elevator next to the staircase and went up one floor but the odd thing Peter noticed was that there were several buttons marked as sub levels. Xavier led Peter down the hall to a open door right at the end, Peter took one step inside and looked around, he immediately took a step back, closed his eyes, shook his head and stepped inside again. He opened his eyes and saw the room hadn't changed it was still the nicest bedroom he'd ever been in. When he'd seen the photos he hadn't truly believed it was an accurate. There was a four poster bed, an oak wardrobe, a comfy looking chair in the corner and desk on the far side of the room. He put his bags down and just stared until he realized the Professor was talking.

"... and that door there leads to your ensuite. While the doors do have locks on they are on the inside so you can't lock them on your way out, now let's go back down stairs and I can show you the living area."

They went back down and Peter was shown what Xavier called the foyer, the lounge with a massive TV, the sitting room with a large number of couches and a posh looking coffee table, the library and the game room with pool and ping pong tables and a dart board. So far Peter had to admit this place was really cool.

"We tend to use the dining room in the evening but in the morning and afternoon everyone just uses the kitchen in here."

Peter followed him in and saw Miss Monroe pouring some tea, but his eye was drawn to the hand that was taking a cookie from the plate. While the hand was inhumanly big that wasn't what made him stop in his tracks. The hand was covered in blue fur.

"Mister Parker are you okay?" Peter turned to look at the professor and then back to what seemed to be a blue gorilla wearing pants and a sweater and reading a newspaper, the gorilla was staring at him.

'He's seeing how I'm going to react.' Peter thought so he took a deep breath and in his best gravelly voice shouted "COOKIE!"

Miss Monroe stared at him with a look of horror on her face while Professor Xavier remained still; the blue gorilla on the other hand simply ate his cookie and then spoke in a clam voice. "Well if I'm the cookie monster I'd better not offer you a cookie then because there all mine." He picked up the plate and waved it front of Peter only to take it away a pick one up for himself.

"This is doctor McCoy a member of staff and someone who you should show some respect." The disapproval in Xavier's voice was clear.

"Oh come on, I can't be the first person to have made a joke about the blue fur."

"No, but you are the first one to do it right of the bat, normally people are too shocked or scared."

"Well seeing as I was told this was a school for mutants I thought there might be people with physical mutations. But if I had been told about the blue fur I would have prepared some better material, cookie monster was all I could think of on the fly."

Dr McCoy smiled and threw a cookie to Peter who grabbed it out the air and took a big bite. This seemed to be a signal that the awkward moment had passed and everyone relaxed as Miss Monroe handed out cups of tea. Peter and Dr McCoy started talking as they drank there tea and ate the cookies. "So what are you a doctor of then Dr McCoy?"

"Well I have a degree in English literature..."

"Oh." Peter tried to not let the disappointment show in his face.

"As well as degrees in physics, chemistry and biology. I've also got experience with other fields such as computing and engineering." As Peter's face broke into a smile he continued. "You have to be the only person who eyes lit up when I said that."

"Well as long as I'm here, I'm going to spend my time talking science with a genius like you, to help pass the time." Peter countered.

"I'd like that. I hear that you're something of a science whiz yourself."

"Yeah I've always wanted to be a scientist ever since I was a kid. I've been doing a lot on biology and genetics for my internship at ESU, but I've always loved chemistry as well so I plan to do both and do a graduate programme to get a Masters degree."

Miss Monroe finished her cup of tea and stood up. "Well seeing as everyone should be back soon I've got to start on dinner so Hank why don't you take Peter down to the lower levels and complete his tour."

"Wonderful Idea Storm and after your done Hank could you give Peter his physical and enter his data into the system. I have to make some calls but feel free to interrupt if needed."

As Peter and Dr McCoy got into the elevator and Dr McCoy pushed the button, Peter asked something that had been on his mind since the car ride. "What's with the Storm thing?"

"Sorry."

"Why did the professor call Miss Monroe Storm? I mean she said on the ride down here that everyone calls her Storm, I'm just wondering what's up with that."

"We all have codenames based on our abilities to use in the field and in training exercises."

"Really?"

"Yes really my code name is Beast." Was they got out of the elevator and peter was him use his long arms to walk he agreed that it was a fitting name.

"What was that about field work though?"

"I wouldn't worry about that only the more experienced students go on missions, but I'm sure Logan will fill you in on everything when he begins your training. Now here is where you will be doing your training the Danger Room."

They were standing in a medium size room which obviously acted as a hub for the much larger room out the windows. The larger room was not just large but enormous but devoid of anything else. "It doesn't seem very dangerous to me." Peter said.

Dr McCoy pressed a series of buttons and the empty room came alive in the creepiest way possible giant buzz saws came out the wall, spikes shot out the floor and what looked like turrets appeared and shot lasers and metals balls. As Peter stared open mouthed at the chaos a part of his mind analysed the placement of everything and how he would move though out the room. Handspring over the spikes, weave in between the shots, side step the buzz saw. Break it at the joint and use it as shield to get close to the turrets and then smash them into the ground before using the buzz saw as a discus to take out the turret on the other side.

What came out of his mouth however was "YOU PEOPLE ARE INSANE! OH MY GOD! YOU PUT YOUR STUDENTS IN THERE! ARE YOU TRYING TO GET THEM KILLED!"

"That room has more sensors and safety protocols than you can imagine, if at any point there is a chance of serious injury the room automatically shuts down. But that's not the cool part watch this." He moved to another consol and used the computer there. The danger room shimmered and changed, the back drop became a starry night, and the floor became red rocks,

"Holographic technology the best you can find anywhere." There was a definite note of pride in his voice, so much that Peter would hazard a guess that he was the one who created it.

As they left the Danger Room Peter noticed a door at the end of the hallway with what appeared to be a blast door. He jerked his thumb at it. "What's in there?"

"Cerebro, a device that boost a psychic's natural ability."

"Cool. How does it work?"

"Do you really want the 4 hour lecture that will take even longer for every concept that you don't understand like the psychic interface."

"Nah I'll just go with cool. We can do the lecture at another time though; I like a good science lecture as much as the next guy.

"Okay if would step into my office we put all your data in the computer and get your physical done."

Peter gulped as he got in the office which turned out to be a med lab. He'd been worried about this since the conversation with Xavier at his aunt's house. While he'd been promised that there would be no to studying or experimenting on him, there was still the fear that they wouldn't keep their word once they found out he wasn't a mutant. He'd tried to think of ways to get around this but he hadn't been able to think of anything they were going to find out, it might not be right now but someone would realise that he'd been genetically altered and then he had no idea what would happen.

"Okay I've filled in your basic details I just need you to tell me what your abilities are."

"Well basically I'm stronger and faster than any human has right to be and it literary happened over night. One day I'm a skinny nerd next I have these." He pulled up his shirt and gave Dr McCoy a view of his well defined abs. "I don't need to wear my glasses anymore either, my reflexes are off the chart, sometimes it's like everything just slows down for me and I can jump several meters into the air from a standing position."

"Well it sounds like a case of enhanced physiology to me. We will run some tests later one to give us an idea of your limits." Dr McCoy paused and put a hand to his chin as he leaned back in his chair. "It might also explain the buzzing sensation Jean and the professor felt when they made contact with your mind. If your mind has been enhanced as well, it might have reacted to another presence in a way that caused the buzzing sensation."

Peter stayed still and remained silent hoping he wouldn't be asked any questions, he didn't fancy explaining his spider sense as he wanted to keep it a secret with his wall crawling and agility. He figured that would be the best way to keep these people from figuring out about his alter ego.

"Well we can look into that later for now hold out your hand please." Peter reluctantly did. "Now I'm going to take some blood so you will feel a bit of a pinch." Dr McCoy but Peter's finger in a small box shaped thing and few seconds later Peter felt a bit of pain and it was done. The rest of the physical was fairly standard and was over in a few minutes.

"I have no idea why those reporters last year thought you were Spider-Man as far as I can see there is no physical way that you could shoot webs from your wrists or stick to walls."

"You were looking for a way for me to be Spider-Man, why?" Peter made sure he didn't react in any way to cause suspicion.

"Just call it scientific curiosity. Well we're all done here feel free to go back upstairs and unpack."

Peter made it upstairs without seeing any one else and looked around his new room. He moved to open his bags but couldn't do it. This day was just too much. He'd left home, moved into the most expensive looking placed he'd ever scene and he'd been in several penthouses, met a genius blue furred mutant and soon he'd be introduced to a whole school of teenagers with god knows what super powers.

He needed to think, to clear his head and he always thought better when he was up high. His room had a balcony so he went outside, as his room was at the end of the hallway his balcony was right on the corner of the mansion and luckily the stone work on the corners created perfect hand and foot holds meaning he would have an explanation as to how he got onto the roof. He quickly climbed to the top and looked around he was on the back end of the house so he couldn't see the drive way but it look over the swimming pool with the sea further back and there seemed to be a forest over to the left. He smiled enjoying the natural beauty but then he saw something that made him completely forget the wonders of nature.

On the corner of the flat roof was a small gargoyle.

He leapt up and took a closer look and then sat down next to it. "Hi I'm Peter do you mind if I talk to you."

"..."

"I'll take your silence as a yes, so what's your name?" Contrary to what happens in many stories or on TV asking this question did not lead to the inanimate object starting to talk.

"The last gargoyle I knew was called Bruce, he was bigger than you and had really big wings that you seem to lack, but I can't use the same name for you so how about Terry that sound good?"

"..."

"So Terry let me tell you about how I ended up here."

**AN: So another six months have past since I last updated, but this time I rewrote this chapter several times over during that time. I just could not get it right and I think this is a close as im going to get. Ive set up several plot points in this chapter see if you can guess whats important bonus point to the people who spot the hidden refences. Alot of people have been comenting on the same thing that, they like how Peter is resistant to joining the X-Men, I'm glad about this as that was kicked of this fic off. In so many other fics they meet and suddenly join up which is just too easy. But after writing my story I can see why they did it that way it has taken 6 chapters and nearly 30,000 words to set up a senerio which I could truly see Peter joining the X-Men and I've barely started the story which I've been planning in my head for over a year.**

**As alway feel free to review and I will remind people I said from day one that there would be long waits between chapters so dont think this fic is dead even if it seems that way from time to time. **


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